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

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on February 8, 2016, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day after this Agreement has been executed, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this Lock-Up Agreement, the form of the Waiver and Amendment Agreement and the Registration Rights Agreement, as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, shareholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to any Holder a Buyer without such Holder’s Buyer's consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this each of the Notes, the form of Warrant, the Registration Rights Agreement as an exhibit to such Current Report on Form 8-K and the Security Documents) (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon The Company shall not disclose the identity of any Buyer in any filing with the SEC except as required by the rules and regulations of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminateSEC thereunder. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To In the extent that event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents delivers any materialand agents, non-public information in addition to any Holder without such Holder’s consentother remedy provided herein or in the Transaction Documents, the Company hereby covenants and agrees that such Holder a Buyer shall not have any duty of confidentiality to notify the Company, and if the Company does not make public disclosure of such material nonpublic information within twenty four (24) hours of such notification, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, non-public information. The Company understands and confirms however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on February 8June 21, 20162004, issue a press release reasonably acceptable to the Buyer disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City 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 this Agreement the Transaction Documents in the form required by the Securities Exchange Act of 1934, as amended1934 Act, and attaching a copy the forms of the form of this Agreement Warrants as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the press release referred to in the first sentence of this Section without the express prior written consent of such Holderthe Buyer. To In the extent that 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, the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder agents. The Buyer shall not have any duty of confidentiality liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Buyer shall issue any press releases or any other public statements with respect to, or a duty to the Companytransactions contemplated hereby nor shall the Company disclose the name of the Buyer in any filing, any of its Subsidiaries announcement, release or any of their respective officersotherwise without the Buyer's consent; provided, directorshowever, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on Company shall be entitled, without the foregoing representations in effecting transactions in securities prior approval of the CompanyBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on February 8the first Business Day following the date this Agreement has been duly executed and delivered, 2016in the form required by the 1934 Act, the Company shall file a Current Report on Form 8-K describing the terms of relating to the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934(including, as amendedwithout limitation, all schedules and attaching a copy of the form of exhibits to this Agreement Agreement, if any, as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”filing). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates Affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s express prior written consent, the Company hereby covenants and agrees that such Holder the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on February 8the first Business Day following the date of this Agreement, 2016in the form required by the 1934 Act, the Company shall file a Current Report on Form 8-K describing the terms of relating to the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement or a form hereof (including, without limitation, all schedules and exhibits to this Agreement) as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesAffiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, 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, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates Affiliates, employees or agents delivers any material, non-public information to any the Holder without such the Holder’s consent, the Company hereby covenants and agrees that such Holder the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 9:00 a.m., New York City timeTime, on February 8the first business day following the date of this Agreement, 2016issue a press release (the “Press Release”) disclosing the sale of the Shares, but not disclosing the identity of any of the Purchasers. On or before 5:00 p.m., New York City Time, on the fourth business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing disclosing the terms sale of the transactions contemplated by Shares (including, without limitation, this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits theretoto this Agreement), the “8-K Filing”)as exhibits to such filing. From and after the filing issuance of the 8-K Filing with the Securities and Exchange CommissionPress Release, the Holder no Purchaser shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filingthe Press Release. In addition, effective upon Except as expressly provided in the filing of the 8-K Filingforegoing sentence, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the Press Release without the express prior written consent of such HolderPurchaser. To In the extent that event of a breach of the foregoing covenant by the Company, any Subsidiary, or each of its Subsidiaries respective officers, directors, employees and agents, in addition to any other remedy available to the Purchasers, a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents delivers any materialagents; provided, non-public information that the Purchaser shall give to any Holder without such Holder’s consent, the Company hereby covenants notice at least twenty four (24) hours prior to making any such disclosure and agrees that allow the Company the option of making such Holder public disclosure during such twenty four (24) hour period. No Purchaser shall not have any duty of confidentiality liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees shareholders or agents with respect to, or a duty to the Company, for any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Companydisclosure.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30a.m., New York City time, on the date hereof, the Company shall issue a press release describing the terms of the transaction contemplated by the Transaction Documents. On or before 8:30 a.m., New York City time, on February 8January 27, 20162014, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Notes, the form of the Registration Rights Agreement and the Security Documents as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective Effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or and similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder Buyer or any of its affiliates, on the other hand, shall terminate. From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to any Holder a Buyer without such Holder’s Buyer's consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8the first Business Day following the date of this Agreement, 2016, 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 this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement each of the Notes, the forms of Warrants and the Registration Rights Agreement) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer reasonably believes that the extent that Company or its agents have distributed to it 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. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries shall disclose the name of any Buyer in any filing, announcement or press release, unless such disclosure is required by law, regulation or the Principal Market (and in such case, the Company shall have consulted with such Buyer in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the Lock-Up Agreements (as defined below), the form of this Agreement as an exhibit to such Current Report on Form 8-K the Notes and the form of the Warrants) (including all attachments, schedules and exhibits thereto, the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such Holdermaterial, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. To The Company shall, within five (5) Trading Days (as defined in the extent that Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor the Investor shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations in effecting transactions in securities prior approval of the CompanyInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the 8-K Filing, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on February 8September 30, 20162004, issue a press release reasonably acceptable to the Buyer disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City 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 this Agreement the Transaction Documents in the form required by the Securities Exchange Act of 1934, as amended1934 Act, and attaching a copy the forms of the form of this Agreement Warrants as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the press release referred to in the first sentence of this Section without the express prior written consent of such Holderthe Buyer. To In the extent that 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, the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder agents. The Buyer shall not have any duty of confidentiality liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Buyer shall issue any press releases or any other public statements with respect to, or a duty to the Companytransactions contemplated hereby nor shall the Company disclose the name of the Buyer in any filing, any of its Subsidiaries announcement, release or any of their respective officersotherwise without the Buyer's consent; provided, directorshowever, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on Company shall be entitled, without the foregoing representations in effecting transactions in securities prior approval of the CompanyBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 11.59 p.m.., New York City Time, on December 14, 2005, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 9:30 8:30 a.m., New York City timeTime, on February 8, 2016the 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 this Agreement the Transaction Documents in the form required by the Securities Exchange Act of 1934, as amended1934 Act, and attaching a copy the forms of the form of this Agreement Warrants as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the press release referred to in the first sentence of this Section without the express prior written consent of such HolderBuyer. To In the extent that 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 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 Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder agents. Such Buyer shall not have any duty of confidentiality liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to, or a duty to the Companytransactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, any of its Subsidiaries announcement, release or any of their respective officersotherwise without such Buyer's consent; provided, directorshowever, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions in securities substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the CompanyPrincipal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on February 8the first (1st) Business Day after the date of this Agreement, 2016, the Company shall file a Current Report on Form 8-K describing or a Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 disclosing all material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and hereby attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “8-K "Public Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionPublic Filing, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, employees, agents or affiliates, employees or agents, that is not disclosed in such 8-K the Public Filing. In addition, effective upon the filing of the 8-K Public Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each the Holder or any of its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, agents and affiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public information to any the Holder without such the Holder’s 's express prior written consent, the Company hereby covenants and agrees that such the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder undersigned and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Company. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on February 8the first Business Day after both this Agreement has been executed and the Other Agreements have been executed by the holders of all of the Warrants, 2016in the form required by the 1934 Act, the Company shall file a Current Report on Form 8-K describing the terms of relating to the transactions contemplated by this Agreement in and the form required by the Securities Exchange Act of 1934, as amended, Other Agreements and attaching a copy of the form of this Agreement or a form hereof (including, without limitation, all schedules and exhibits to this Agreement) as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each the Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s consent, the Company hereby covenants and agrees that such Holder the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.9:00 AM on March ___, New York City time, on February 8, 201620191, the Company shall (A) issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the COD, the form of this the Warrants, the form of Exchange Agreement, the form of Lock-Up Agreement and the form of the Registration Rights Agreement as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder no Buyer shall not be in possession of any material, nonpublic non-public information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its 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, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, non-public information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, non-public 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, non-public 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, affiliates or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to any Holder a Buyer without such HolderBuyer’s consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement the Notes, the form of Warrant, and the form of the Registration Rights Agreement) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 a.m., New York City timeTime, on February 816, 20162017, the Company shall file a Current Report on Form 8-K describing the disclosing all material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and hereby attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, employees, agents or affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each the Holder or any of its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, agents and affiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public information to any the Holder without such Holder’s 's express prior written consent, the Company hereby covenants and agrees that such the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder undersigned and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Company. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 11.59 p.m.., New York City Time, on December 14, 2005, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 9:30 8:30 a.m., New York City timeTime, on February 8, 2016the 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 this Agreement the Transaction Documents in the form required by the Securities Exchange Act of 1934, as amended1934 Act, and attaching a copy the forms of the form of this Agreement Warrants as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the press release referred to in the first sentence of this Section without the express prior written consent of such HolderBuyer. To In the extent that 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 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 Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder agents. Such Buyer shall not have any duty of confidentiality liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to, or a duty to the Companytransactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, any of its Subsidiaries announcement, release or any of their respective officersotherwise without such Buyer’s consent; provided, directorshowever, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions in securities substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the CompanyPrincipal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this Agreement Warrant and the form of Voting Agreement) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after As of immediately following the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K FilingFiling or in prior filings with the SEC. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within two (2) Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, 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, affiliates or agents for any such disclosure. To the extent that the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees, affiliates employees or agents delivers any material, non-public information to any Holder a Buyer without such Holder’s Buyer's prior written consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on the foregoing representations in effecting transactions in securities of which the Company's securities are then listed or quoted (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company's securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on February 8, 2016the second trading day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement on the Closing Date in the form required by the Securities Exchange Act of 1934, as amended1934 Act, and attaching a copy of the form of material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement)) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder the Investors with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such Holderthe Investor. To In the extent that event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents delivers any materialand agents, non-public information in addition to any Holder without such Holder’s consentother remedy provided herein or in the Transaction Documents, the Company hereby covenants and agrees that such Holder Investor shall not have any duty the right to make a public disclosure, in the form of confidentiality to a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees shareholders or agents for any such disclosure. Each Investor hereby agrees not to trade on knowingly request that the basis ofCompany provide him, such her or it with material, non-public nonpublic information. The Subject to the foregoing, neither the Company understands and confirms nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, with the foregoing representations in effecting transactions in securities prior approval of the CompanyInvestor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York City time, on February 8the date of this Agreement, 2016, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement the Notes and the form of Warrants) (including all attachments, the “Initial 8-K Filing”) and issue a press release reasonably acceptable to the Required Holders (as an exhibit defined in Section 9(e) below) disclosing all the material terms of the transactions consummated at the Initial Closing. The Company shall, on or before 9:30 a.m. (but in no event prior to such 9:15 a.m.), New York time, on each Additional Closing Date, file a Current Report on Form 8-K describing all the material terms of the transactions consummated at the Additional Closing in the form required by the 1934 Act (including all attachmentseach, schedules an “Additional 8-K Filing” and exhibits theretocollectively with the Initial 8-K Filing, the “8-K FilingFilings”). From and after the filing of the Initial 8-K Filing with the Securities and Exchange CommissionFiling, the Holder Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, Buyers by the Company or any of its Subsidiaries (as defined in the SPA) Subsidiaries, or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed agents in such 8-K Filing. In addition, effective upon connection with the filing of transactions contemplated by the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminateTransaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the Initial 8-K Filing without the express prior written consent of such HolderBuyer. To In the extent that event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or agents delivers any in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information to without the prior approval by the Company, any Holder without such Holder’s consentof its Subsidiaries, the Company hereby covenants and agrees that such Holder or any of its or their respective officers, directors, employees or agents. No Buyer shall not have any duty of confidentiality liability to the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliatesemployees, employees stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the 8-K Filings), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The any information regarding the Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities or any of the Companyits Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on February 8, 2016the fourth Business Day after the date of this Agreement, the Company shall file a Current Report current report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of all the form of material Transaction Documents (including, without limitation, this Agreement as an exhibit (and all schedules to such Current Report on Form 8-K this Agreement) (including all attachments, schedules and exhibits thereto, the “8-K FilingCurrent Report”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionCurrent Report, the Holder Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed agents in such 8-K Filingconnection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K FilingCurrent Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the Company and the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, including without limitation any written non-disclosure agreements or confidentiality agreements, shall terminate. The From and after the filing of the Current Report, the Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, affiliates, employees and agents, agents not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without first obtaining the express prior written consent of such Holder. To the extent that the Company, any of its Subsidiaries Buyer (which may be granted or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder without withheld in such HolderBuyer’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Companysole discretion).

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 9:00 a.m., New York City timeTime, on February 8the Effective Date, 2016, the Company shall file issue a Current Report current report on Form 86-K describing the (“6-K Filing”) disclosing all material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, Transactions and attaching a copy of including the form of this Agreement and the form of New Warrant as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, . Upon the “8issuance of the 6-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder shall not be in possession of any material, nonpublic non-public information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their its respective officers, directors, affiliates, employees or agents, agents that is not disclosed in such 8the 6-K Filing. In addition, effective upon the filing of the 86-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreementagreement with respect to the transactions contemplated by the Transaction Documents or as otherwise disclosed in the 6-K Filing, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each any of the Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its subsidiaries and each of their respective officers, directors, affiliates, employees and agents, not to, provide any the Holder with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof filing of the 6-K Filing without the express prior written consent of such the Holder. To the extent that the Company delivers any material, non-public information to the Holder without the Holder’s express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents delivers any materialagent with respect to, non-public information or a duty to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, agent or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on February 8the date this Agreement has been duly executed and delivered, 2016in the form required by the 1934 Act, the Company shall file a Current Report on Form 8-K describing the terms of relating to the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement, a form of the September Series A Warrant, a form of the September Series B Warrant and a form of the Registration Rights Agreement (including, without limitation, all schedules and exhibits to such agreement, if any) as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates Affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s express prior written consent, the Company hereby covenants and agrees that such Holder the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company. The definition of “Disclosure Restitution Amount” in the July SPA is hereby amended, solely with respect to the Holder, to include any September Warrant Shares.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on February 8the first (1st) Business Day after the date of this Agreement, 2016, (i) 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 (ii) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement as an exhibit to such Current Report on Form 8-K Certificate of Designation, the form of Warrants and the Registration Rights Agreement) (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the Securities and Exchange CommissionPress Release, the Holder Company shall not be in possession of have disclosed any material, nonpublic information received from delivered to any of the Company, Buyers by the Company or any of its Subsidiaries (as defined in the SPA) Subsidiaries, or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed agents (if any) in such 8-K Filing. In addition, effective upon connection with the filing of transactions contemplated by the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminateTransaction Documents. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof issuance of the Press Release without the express prior written consent of such HolderBuyer. To In the extent that event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder agents. No Buyer shall not have any duty of confidentiality liability to the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliatesemployees, employees stockholders or agents with respect toagents, or a duty for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries shall disclose the name of such Buyer in any filing, announcement, release or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Companyotherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on February 8, 2016the first (1st) Business Day after the Closing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of all the form of material Transaction Documents (including, without limitation, this Agreement as an exhibit to such Current Report on Form 8-K and the forms of Warrant and Registration Rights Agreement all (including all attachments, schedules and exhibits theretotogether, the “8-K Filing”“). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed agents in such 8-K Filingconnection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof Execution Date without the express prior written consent of such HolderBuyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public information to any Holder a Buyer without such HolderBuyer’s consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations, provided that each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release. Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, except as the Company has been advised by its counsel as may be required by law including the Rules of the SEC or in response to written comments of the Staff of the SEC. Notwithstanding the foregoing, in no event will rely on the foregoing representations in effecting transactions in securities Company have an obligation to disclose any information which a Buyer receives from a member of the Company’s Board of Directors that is an affiliate of such Buyer.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on February 8the first Business Day following the date of this Agreement (provided, 2016that this Agreement is entered into prior to 3pm New York time; otherwise, the second Business Day), the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents and the Acquisitions in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this the Notes, the form of Warrant, the Registration Rights Agreement and the form of each of the Security Documents) and the material transaction documents relating to the Acquisitions as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries (as defined in the SPA) Subsidiaries, or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To In the extent that event of a breach of the Company, foregoing covenant by the Company or any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not agents, for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 9:30 9:00 a.m., New York City time, on February 8, 2016the first Business Day after this Agreement has been executed, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this Agreement the Registration Rights Agreement, the form of the Warrants and the form of Notes as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof and for so long as any Buyer beneficially owns any Notes or Warrants without the express prior written consent of such HolderBuyer. To If such Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents at a time when any Buyer beneficially owns any Notes or Warrants, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. To the extent that the Company delivers any material, non-public nonpublic information to any Holder a Buyer without such Holder’s consentBuyer's consent at a time when any Buyer beneficially owns any Notes or Warrants, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents agent with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents agent not to trade on the basis of, such material, non-public nonpublic information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on the foregoing representations which commercial banks in effecting transactions in securities The City of the CompanyNew York are authorized or required by law to remain closed.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement, the form of this the Notes, the form of Warrant, the form the Registration Rights Agreement and the form of Security Documents as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on February 8the first (1st) Business Day after the date of this Agreement, 2016issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Notes, the form of Warrants, the Security Documents, the Guarantees, the form of Lock-Up Agreement as an exhibit to such Current Report on Form 8-K and the Registration Rights Agreement) (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that shall have disclosed all material, non-public information (if any) provided to any and all confidentiality of the Buyers by the Company or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on agents in connection with the one hand, and each Holder or any of its affiliates, on transactions contemplated by the other hand, shall terminateTransaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, affiliates, employees and agents, agents not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the date hereof issuance of the Press Release without the express prior written consent of such HolderBuyer (which may be granted or withheld in such Buyer’s sole discretion). To In the extent that event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or agents delivers any in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information to information, as applicable, without the prior approval by the Company, any Holder without such Holder’s consentof its Subsidiaries, the Company hereby covenants and agrees that such Holder or any of its or their respective officers, directors, employees or agents. No Buyer shall not have any duty of confidentiality liability to the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliatesemployees, employees stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such any material, non-public information. The information regarding the Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities or any of the Companyits Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement, the form of this Agreement the Notes, the form of Warrant, the form of Security Documents and the form of the Registration Rights Agreement) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this each of the Notes, the form of the Certificate of Designations, the form of Warrants, the Registration Rights Agreement and the Security Documents) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees stockholders, representatives or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To In the extent that event of a breach of the foregoing covenant by the Company, any of its Subsidiaries their Subsidiaries, or any of their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, any of its Subsidiaries their Subsidiaries, or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities none of the Company, its Subsidiaries or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby without the approval of all of the Buyers; provided, however , that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Required Holders shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, the Company shall not disclose the name of any Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on February 8January 31, 20162017, the Company shall file a Current Report on Form 8-K describing the disclosing all material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and hereby attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, employees, agents or affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each the Holder or any of its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, agents and affiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public information to any the Holder without such Holder’s 's express prior written consent, the Company hereby covenants and agrees that such the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder undersigned and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Company. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first business day following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the form of this Agreement material documents as an exhibit to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder Investor shall not be in possession of any material, nonpublic information received from the Company, its affiliates or any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries affiliates and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries affiliates from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such Holdermaterial, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. To The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the extent that event of a breach of the foregoing covenant by the Company, any of its Subsidiaries affiliates, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or agents delivers any otherwise, of such material, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its affiliates, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. The Investor shall not have any liability to the Company, its affiliates, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its affiliates nor the Investor shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations in effecting transactions in securities prior approval of the CompanyInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on February 8, 2016Upon the execution of this Agreement by the parties hereto, the Company shall issue a press release (which issuance may be delayed until immediately prior to the start of the next trading day on the TSX if the TSX is closed at the time this Agreement is so executed). The Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement Series A Share Rights and the form of the Registration Rights Agreement) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “86-K Filing”)) and a material change report on Form 51-102F3 in accordance with National Instrument 51-102 - Continuous Disclosure Obligations of the CSA with respect thereto (the “Material Change Report”) no later than the first Business Day following the date of this Agreement. From and after the filing of the 86-K Filing with the Securities SEC and Exchange Commissionthe filing of the Material Change Report with the CSA, the Holder Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8the 6-K Filing. In addition, effective upon Filing and the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminateMaterial Change Report. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 6-K Filing with the SEC and the filing of the Material Change Report with the CSA without the express prior written consent of the Buyer or as may be required under the terms of the Transaction Documents. If the Buyer has, or believes it has, received any such Holder. To material, nonpublic information regarding the extent that Company or any of its Subsidiaries directly from the Company, any of its Subsidiaries or Subsidiaries, any of their respective affiliates, officers, directorsdirectors or any other Person acting on their behalf, affiliates employees or agents delivers any it shall promptly provide the Company with written notice thereof. The Company shall, within five (5) Business Days of receipt of such notice, make public disclosure of such material, non-public information to any Holder without such Holder’s consentnonpublic information, unless the Company hereby covenants and agrees determines in good faith, after consultation with its outside legal counsel, that such Holder shall information is not have any duty material nonpublic information of confidentiality the Company or its Subsidiaries. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and the Material Change Report and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or either of their respective officersthe Principal Markets; provided, directorsthat, affiliatesfor greater certainty, employees or agents with respect to, or a duty the Company may file unredacted copies of the Transaction Documents as exhibits to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non6-public information. The Company understands K Filing and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the CompanyMaterial Change Report.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February the first Business Day following the date of this Agreement (the “8, 2016-K Filing Time”), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this hereby and pursuant to the Bridge Securities Purchase Agreements and Elitech Merger Agreement in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents, the Indenture Consent, the Third Supplemental Indenture, the form of this the New Exchanged Notes and all the financial statements of Elitech delivered to the Investors) and the Bridge Notes, the Bridge Securities Purchase Agreement, the Bridge Security Documents and the Elitech Merger Agreement as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after As of immediately following the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K FilingFiling or in prior filings with the SEC. For so long as the New Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of the Investor. For so long as the New Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such Holdermaterial, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the New Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. To In the extent that event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor the Investor shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations in effecting transactions in securities prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.the Disclosure Time (as defined below), New York City time, on February 8, 2016, the Company PublicCo shall file a Current Report of Foreign Issuer on Form 86-K or Form F-4 describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Warrant, the Registration Rights Agreement, the Securities Escrow Agreement, the Form of Lock-Up Agreement and the Form of Leak-Out Agreement as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “86-K Filing”). From and after the filing of the 86-K Filing with the Securities and Exchange CommissionFiling, the Holder no Buyer shall not be in possession of any material, nonpublic non-public information received from the CompanyPrivateCo, PublicCo, any of its their respective Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such 8the 6-K Filing. In addition, effective upon the filing of the 86-K Filing, the Company each of PrivateCo and PublicCo acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the CompanyPrivateCo, PublicCo, any of its their respective Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company Each of PrivateCo and PublicCo shall not, and shall cause each of its their respective Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company PrivateCo, PublicCo or any of its their respective Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. In the event of a breach of the foregoing covenant by PrivateCo, PublicCo, any of their respective Subsidiaries, or any of their respective officers, directors, employees, affiliates and agents, PublicCo shall within one (1) Trading Day of receipt of such notice, make public disclosure of such material non-public information. If PublicCo fails to timely make such filing, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by PrivateCo, PublicCo, their respective Subsidiaries, or any of their respective officers, directors, employees, affiliates or agents. No Buyer shall have any liability to PrivateCo, PublicCo, their respective Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents for any such disclosure. To the extent that the CompanyPrivateCo or PublicCo delivers any material, non-public information to a Buyer without such Buyer’s consent, each of PrivateCo and PublicCo hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to PrivateCo, PublicCo, any of its their respective Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents delivers any materialwith respect to, non-public information or a duty to any Holder without such Holder’s consentPrivateCo, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the CompanyPublicCo, any of its their respective Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands Subject to the foregoing, none of PrivateCo, PublicCo, their respective Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that each of PrivateCo and confirms PublicCo shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided, that in the case of clause (i) the Lead Investor shall be consulted by PrivateCo or PublicCo in connection with any such 6-K Filing or other public disclosure prior to its release). Except for the Form F-4 and the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, none of PrivateCo, PublicCo or any of their respective Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. Upon receipt or delivery by PublicCo of any notice in accordance with the terms of this Agreement or any other Transaction Document, unless PublicCo has in good faith determined that the Holder will rely matters relating to such notice do not constitute material, nonpublic information relating to PublicCo or the PublicCo Subsidiaries, PublicCo shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Report of Foreign Issuer on Form 6-K or otherwise. In the event that PublicCo believes that a notice contains material, nonpublic information relating to PublicCo or the PublicCo Subsidiaries, PublicCo so shall indicate to the Buyers contemporaneously with delivery of such notice, and in the absence of any such indication, the Buyers shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to PublicCo or the PublicCo Subsidiaries. As used herein, “Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the foregoing representations Trading Day immediately following the date thereof, unless otherwise instructed in effecting transactions writing as to an earlier time by the Lead Investor, or (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date thereof, unless otherwise instructed in securities of writing as to an earlier time by the CompanyLead Investor.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on February 8January 20, 20162017, the Company shall file a Current Report on Form 8-K describing the disclosing all material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and hereby attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, employees, agents or affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each the Holder or any of its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, agents and affiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public information to any the Holder without such Holder’s 's express prior written consent, the Company hereby covenants and agrees that such the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder undersigned and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Company. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement, the form of this Agreement the Exchanged Amended and Restated Notes, the form of the Exchanged 2008 Notes and the form of the Exchanged Warrants as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such Holdermaterial, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. To The Company shall, within two (2) Trading Days (as defined in the extent that Exchanged Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor the Investor shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations in effecting transactions in securities prior approval of the CompanyInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the four Business Day after the Closing, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing (i) the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this Certificate of Designations, the Registration Rights Agreement and the Security Documents as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules )) and exhibits thereto(ii) the Expense Reduction Plan (as defined below), the “8-K Filing”). From and after second Business Day following the Company’s filing of the 8Quarterly Report on Form 10-K Filing Q relating to the second fiscal quarter of the Company with the Securities and Exchange CommissionSEC (the “10-Q Filing”), no Buyer (other than Buyers that have one or more affiliated designees on the Holder board of directors of the Company) shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8the 10-K Q Filing. In addition, effective upon the second Business Day following the filing of the 810-K Q Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers (other than Buyers that have one or more affiliated designees on the board of directors of the Company) or any of its their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer (other than Buyers that have one or more affiliated designees on the board of directors of the Company) with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. To If a Buyer (other than a Buyer that has one or more affiliated designees on the extent that board of directors of the Company) has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, use commercially reasonable efforts to make public disclosure of such material, nonpublic information. To the extent that the Company delivers any material, non-public information to any Holder a Buyer (other than Buyers that have one or more affiliated designees on the board of directors of the Company) without such HolderBuyer’s consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the Company.Company in connection with

Disclosure of Transactions and Other Material Information. On The Company shall on or before 9:30 9:00 a.m., New York City time, on February 8the Business Day immediately following the date of this Agreement (or if this Agreement is executed between midnight and 9:00 a.m., 2016New York City time, on any Business Day, no later than 9:01 a m. on the Company shall date the Agreement is executed) (the “Disclosure Time”), issue one or more press releases and/or file with the Commission a Current Report on Form 8-K describing (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and any other material nonpublic information that the Company or its officers, directors, employees, agents, including, without limitation, the Placement Agents, or any other person acting at the direction of the Company has provided to the Purchasers in connection with the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement as an exhibit prior to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with Disclosure Document. The Company represents and warrants that, from and after the Securities and Exchange Commissionissuance of the Disclosure Document, the Holder no Purchaser shall not be in possession of any material, nonpublic information received from the Company, any of Company or its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees or agents, that is not disclosed in such 8-K Filingwithout limitation, the Placement Agents, or other person acting at its direction. In addition, effective upon the earlier of (i) the Disclosure Time and (ii) the issuance or filing of the 8-K FilingDisclosure Document, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreementagreement relating to the subject matter hereof, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates, employees or agents, including, without limitation, the Placement Agents, on the one hand, and each Holder any Purchaser or any of its their respective affiliates, on the other hand, shall terminateterminate and be of no further force or effect. From and after the issuance of the Disclosure Document, neither the Company nor its officers, directors, employees, agents, including, without limitation, the Placement Agents, or any other Person acting at their direction or on their behalf shall provide any material, nonpublic information to any Purchaser, unless otherwise specifically agreed in writing by such Purchaser. The Company understands and confirms that each of the Purchasers will rely on the foregoing representations in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, including, without limitation, the Placement Agents, not to, provide publicly disclose the name of any Holder with any material, nonpublic information regarding the Company Purchaser or any affiliate or investment adviser of its Subsidiaries from and after any Purchaser, or include the date hereof name of any Purchaser or any affiliate or investment adviser of any Purchaser without the express prior written consent (including by e-mail) of such Holder. To Purchaser (i) in any press release or marketing materials, or (ii) in any filing with the Commission or any regulatory agency or trading market, except (A) as required by the federal securities laws, rules or regulations, (B) to the extent that such disclosure is required by other laws, rules or regulations, at the Companyrequest of the staff of the Commission or regulatory agency or under regulations of the Trading Market or (C) to the extent such disclosure contains only information previously approved in accordance with this Section 5.02, and in the case of any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information disclosure made pursuant to any Holder without such Holder’s consentclause (ii), the Company hereby covenants will provide the Purchaser with prior written notice (including by e-mail) of and agrees that an opportunity to review the applicable portion of such Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public informationfiling. The Company understands and confirms that the Holder Purchasers and their respective Affiliates will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day after this Agreement has been executed, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this Agreement Notes and the Security Documents as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company understands and confirms that each Buyer will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Business Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of 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, affiliates, shareholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public nonpublic information to any Holder a Buyer without such HolderBuyer’s consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents agent with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents agent not to trade on the basis of, such material, non-public nonpublic information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this each of the Notes, the form of Warrant, the Registration Rights Agreement, the Security Documents, the Acquisition Agreement and any other material transaction documents relating thereto) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To In the extent that event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.the Disclosure Time (as defined below), New York City time, on February 8, 2016, the Company PublicCo shall file a Current Report on Form 8-K or Form S-4 describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934or 1933 Act, as amendedapplicable, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Warrant, the Registration Rights Agreement, the Securities Escrow Agreement, the Form of Lock-Up Agreement as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder no Buyer shall not be in possession of any material, nonpublic non-public information received from the CompanyPrivateCo, PublicCo, any of its their respective Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company each of PrivateCo and PublicCo acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the CompanyPrivateCo, PublicCo, any of its their respective Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company Each of PrivateCo and PublicCo shall not, and shall cause each of its their respective Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company PrivateCo, PublicCo or any of its their respective Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. In the event of a breach of the foregoing covenant by PrivateCo, PublicCo, any of their respective Subsidiaries, or any of their respective officers, directors, employees, affiliates and agents, PublicCo shall within one (1) Trading Day of receipt of such notice, make public disclosure of such material non-public information. If PublicCo fails to timely make such filing, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by PrivateCo, PublicCo, their respective Subsidiaries, or any of their respective officers, directors, employees, affiliates or agents. No Buyer shall have any liability to PrivateCo, PublicCo, their respective Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents for any such disclosure. To the extent that the CompanyPrivateCo or PublicCo delivers any material, non-public information to a Buyer without such Buyer's consent, each of PrivateCo and PublicCo hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to PrivateCo, PublicCo, any of its their respective Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents delivers any materialwith respect to, non-public information or a duty to any Holder without such Holder’s consentPrivateCo, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the CompanyPublicCo, any of its their respective Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands Subject to the foregoing, none of PrivateCo, PublicCo, their respective Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that each of PrivateCo and confirms PublicCo shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided, that in the case of clause (i) the Lead Investor shall be consulted by PrivateCo or PublicCo in connection with any such 8-K Filing or other public disclosure prior to its release). Except for the Form S-4, the Registration Statement required to be filed pursuant to the Registration Rights Agreement or as otherwise required by applicable law or regulation, without the prior written consent of any applicable Buyer, none of PrivateCo, PublicCo or any of their respective Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. Upon receipt or delivery by PublicCo of any notice in accordance with the terms of this Agreement or any other Transaction Document, unless PublicCo has in good faith determined that the Holder will rely matters relating to such notice do not constitute material, nonpublic information relating to PublicCo or the PublicCo Subsidiaries, PublicCo shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that PublicCo believes that a notice contains material, nonpublic information relating to PublicCo or the PublicCo Subsidiaries, PublicCo so shall indicate to the Buyers contemporaneously with delivery of such notice, and in the absence of any such indication, the Buyers shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to PublicCo or the PublicCo Subsidiaries. As used herein, "Disclosure Time" means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the foregoing representations Trading Day immediately following the date thereof, unless otherwise instructed in effecting transactions writing as to an earlier time by the Lead Investor, or (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date thereof, unless otherwise instructed in securities of writing as to an earlier time by the CompanyLead Investor.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the Closing Date or a Termination Event, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents, including without limitation the terms of the Closing or a Termination Event, as applicable, in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement, any documents previously unfiled as to the Lexico Agreement (as defined below), the form of this the Notes and the form of the Registration Rights Agreement and the form of Security Documents as an exhibit exhibits to such Current Report on Form 8-K filing) (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on February 8, 2016the Disclosure Time (as defined below), the Company shall (A) issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report of Foreign Private Issuer on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Warrant, the form of Lock-Up Agreement and the form of the Registration Rights Agreement as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “86-K Filing”). From and after the filing of the 86-K Filing with the Securities and Exchange CommissionFiling, the Holder no Buyer shall not be in possession of any material, nonpublic non-public information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such 8the 6-K Filing. In addition, effective upon the filing of the 86-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its 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, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, non-public information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents, it may provide the Company with written notice thereof. The Company shall, subject to the advice of its counsel, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, non-public information, as may be required pursuant to applicable law. 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, non-public 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, affiliates or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to any Holder a Buyer without such HolderBuyer’s consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. As used herein, “Disclosure Time” means, (i) if this Agreement is signed after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the foregoing representations in effecting transactions in securities of Trading Day immediately following the Companydate hereof, unless otherwise instructed as to an earlier time by the Placement Agent, or (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day after this Agreement has been executed, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy the material Transaction Documents (including, without limitation, this Agreement, the Certificate of Designations, the form of this Lock-Up Agreement and the Voting Agreement) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after As of immediately following the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K FilingFiling or in prior filings with the SEC. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminate. The Company understands and confirms that each of the Buyers will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents, it may provide the Company with written notice thereof in which case the Company shall, within two (2) Trading Days (as defined in the Certificate of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, 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, affiliates or agents for any such disclosure. To the extent the Company or any of its or their respective officers, directors, employees, affiliates or agents delivers any material, non-public information to any Holder a Buyer without such Holder’s Buyer's consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on the foregoing representations in effecting transactions in securities of which the Company's securities are then listed or quoted (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company's securities are then listed or quoted. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 9:00 a.m., New York City time, on February 8the first Business Day after the date hereof, 2016, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 19341934 Act, as amended, relating to the transactions contemplated by this Settlement Agreement and the Other Agreements and attaching a copy form of the form of this Agreement New Warrant as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates Affiliates, employees or agents delivers any material, non-public information to any the Holder without such the Holder’s 's consent, the Company hereby covenants and agrees that such Holder the Holder's shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this each of the Notes, the form of Warrant, the form of Additional Investment Right, the Registration Rights Agreement and the Security Documents) and the material transaction documents relating to the Acquisitions as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To In the extent that event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, non-public information. The Company understands and confirms however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement the Notes, the form of Warrant and the form of the Registration Rights Agreement) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall issue a press release on or before 9:30 5:00 p.m., New York City time, on the date hereof describing the terms of the transactions contemplated by this Agreement and file a current report on Form 8-K (the “8-K Filing”) on or before 8:30 a.m., New York City time, on February 8June 25, 20162018, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the form of this Agreement (and all schedules and exhibits to this Agreement, including, without limitation, the form of the Exchange Note), as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after As of immediately following the filing of the 8-K Filing with the Securities SEC, the Transferee Holder and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K FilingFiling or in prior filings with the SEC. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and each the Transferee Holder and the Holder or any of its their respective affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company understands and confirms that the Holder will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any the Transferee Holder or the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Transferee Holder and the Holder. To the extent that the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees, affiliates employees or agents delivers any material, non-public information to any the Transferee Holder or the Holder without such the Transferee Holder and the Holder’s prior written consent, the Company hereby covenants and agrees that such the Transferee Holder and the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the "8-K Filing") on or before 9:30 8:30 a.m., New York City time, on February 8the first Business Day after the Closing Date, 2016in the form required by the 1934 Act, the Company shall file a Current Report on Form 8-K describing the terms of relating to the transactions contemplated by this Agreement in and the form required by the Securities Exchange Act of 1934, as amended, Other Agreements and attaching a copy of the form of this Agreement and the form of lock-up agreement to be executed with the Company contemporaneously with this Agreement (including, without limitation, all schedules and exhibits to such agreement, if any) as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesAffiliates (as defined in the Warrants), employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, 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, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates Affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s 's consent, the Company hereby covenants and agrees that such Holder the Holder's shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York City time, on February 8, 2016the date hereof issue a press release (the “Press Release”) reasonably acceptable to the Buyers and the Company disclosing all the material terms of the transactions contemplated by the Transaction Documents. On the date hereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of this Agreement as an exhibit to such Current Report on Form 8-K Warrants) (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the Securities and Exchange CommissionPress Release, the Holder Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, Buyers by the Company or any of its Subsidiaries (as defined in the SPA) Subsidiaries, or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon after the filing issuance of the 8-K FilingPress Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to any Holder a Buyer without such Holder’s Buyer's consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company understands shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and confirms contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Unless required by applicable law, without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and Affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the Holder will rely 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), any duty of confidentiality with respect to, or a duty not to trade on the foregoing representations in effecting transactions in securities basis of, any material, non-public information regarding the Company or any of the Companyits Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.the Disclosure Time (as defined below), New York City time, on February 8, 2016, the Company Histogenics shall file a Current Report on Form 8-K or Form S-4 describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Warrants, the Registration Rights Agreement and the Securities Escrow Agreement as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder no Buyer shall not be in possession of any material, nonpublic non-public information received from the CompanyOcugen, Histogenics, any of its the Ocugen Subsidiaries (as defined in the SPA) or Histogenics Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company each of Ocugen and Histogenics acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the CompanyOcugen, Histogenics, any of its the Ocugen Subsidiaries or Histogenics Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company Each of Ocugen and Histogenics shall not, and shall cause each of its the Ocugen Subsidiaries and Histogenics Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company Ocugen, Histogenics or any of its the Ocugen Subsidiaries or Histogenics Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, non-public information regarding Ocugen, Histogenics or any of the extent that the CompanyOcugen Subsidiaries or Histogenics Subsidiaries from Ocugen, Histogenics, any of its the Ocugen Subsidiaries or Histogenics Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents delivers any agents, it may provide Histogenics with written notice thereof. Histogenics shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, non-public information to any Holder without such Holder’s consentinformation. In the event of a breach of the foregoing covenant by Ocugen, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the CompanyHistogenics, any of its the Ocugen Subsidiaries or Histogenics Subsidiaries, or any of their respective officers, directors, affiliatesemployees, employees affiliates and agents, in addition to any other remedy provided herein or agents with respect toin the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or a duty to otherwise, of such material, non-public information without the Companyprior approval by Ocugen, any of its Subsidiaries Histogenics, the Ocugen Subsidiaries, the Histogenics Subsidiaries, or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not agents. No Buyer shall have any liability to trade on Ocugen, Histogenics, the basis Ocugen Subsidiaries, the Histogenics Subsidiaries, or any of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On The Company shall issue a press release on or before 9:30 5:00 p.m., New York City time, on the date hereof describing the terms of the transactions contemplated by this Agreement and file a current report on Form 8-K (the “8-K Filing”) on or before 8:30 a.m., New York City time, on February 8June 25, 20162018, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the form of this Agreement (and all schedules and exhibits to this Agreement, including, without limitation, the form of the Exchange Note), as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after As of immediately following the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K FilingFiling or in prior filings with the SEC. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and each the Holder or any of its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company understands and confirms that the Holder will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees, affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s prior written consent, the Company hereby covenants and agrees that such the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.the Disclosure Time (as defined below), New York City time, on February 8, 2016, the Company Seneca shall file a Current Report on Form 8-K or Form S-4 describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Warrant, the Registration Rights Agreement, the Securities Escrow Agreement, the Form of Lock-Up Agreement and the form of Leak-Out Agreement as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the first filing of the 8-K Filing with Form S-4 (the Securities and Exchange Commission"Initial Form S-4"), the Holder no Buyer shall not be in possession of any material, nonpublic non-public information received from the CompanyLeading BioSciences, Seneca, any of its their respective Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such 8-K Filingthe Initial Form S-4. In addition, effective upon from and after the filing of the 8-K FilingInitial Form S-4, the Company each of Leading BioSciences and Seneca acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the CompanyLeading BioSciences, Seneca, any of its their respective Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company Each of Leading BioSciences and Seneca shall not, and shall cause each of its their respective Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company Leading BioSciences, Seneca or any of its their respective Subsidiaries from and after the date hereof filing of the Initial Form S-4 without the express prior written consent of such HolderBuyer. To If, after the extent that filing of the CompanyInitial Form S-4, a Buyer has, or reasonably believes it has, received any such material, non-public information regarding Leading BioSciences, Seneca or any of their respective Subsidiaries from Leading BioSciences, Seneca, any of its their respective Subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents, it may provide Seneca with written notice thereof. Following the filing of the Initial Form S-4, Seneca shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, non-public information. In the event of a breach of the foregoing covenant by Leading BioSciences, Seneca, any of their respective Subsidiaries, or any of 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, non-public information without the prior approval by Leading BioSciences, Seneca, their respective Subsidiaries, or any of their respective officers, directors, employees, affiliates or agents. No Buyer shall have any liability to Leading BioSciences, Seneca, their respective Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents for any such disclosure. To the extent that Leading BioSciences or Seneca delivers any material, non-public information to any Holder a Buyer without such Holder’s Buyer's consent, the Company each of Leading BioSciences and Seneca hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the CompanyLeading BioSciences, Seneca, any of its their respective Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the CompanyLeading BioSciences, Seneca, any of its their respective Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands Subject to the foregoing, none of Leading BioSciences, Seneca, their respective Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that each of Leading BioSciences and confirms Seneca shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, (ii) in the Form S-4, and (iii) as is required by applicable law and regulations (provided, that in the case of clause (i) the Lead Investor shall be consulted by Leading BioSciences or Seneca in connection with any such 8-K Filing or other public disclosure prior to its release). Except for the Form S-4 and the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, none of Leading BioSciences, Seneca or any of their respective Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. Following the filing of the initial Form S-4, upon receipt or delivery by Seneca of any notice in accordance with the terms of this Agreement or any other Transaction Document, unless Seneca has in good faith determined that the Holder will rely matters relating to such notice do not constitute material, nonpublic information relating to Seneca or the Seneca Subsidiaries, Seneca shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that Seneca believes that a notice contains material, nonpublic information relating to Seneca or the Seneca Subsidiaries, Seneca so shall indicate to the Buyers contemporaneously with delivery of such notice, and in the absence of any such indication, the Buyers shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to Seneca or the Seneca Subsidiaries. As used herein, "Disclosure Time" means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the foregoing representations Trading Day immediately following the date hereof, unless otherwise instructed in effecting transactions writing as to an earlier time by the Lead Investor, or (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed in securities of writing as to an earlier time by the CompanyLead Investor.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on February 8, 2016the Disclosure Time, the Company shall issue a press release and file a Current Report on Form 8-K K, reasonably acceptable to the Buyers, describing the terms of the transactions contemplated by this Agreement the Transaction Documents. Such Form 8-K shall be in the form required by the Securities Exchange Act of 1934and attach the material Transaction Documents (including, as amendedwithout limitation, this Agreement (and attaching a copy of all schedules and exhibits to this Agreement), the form of this Agreement Note, the form of the Warrant, the form of Registration Rights Agreement, the form of Lock-Up Agreement, the Guarantee Agreements and the Security Documents as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective affiliates, officers, directors, affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective affiliates, officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective affiliates, officers, directors, affiliates employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective affiliates, 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 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. To the extent that the Company delivers any material, non-public information to any Holder a Buyer without such HolderBuyer’s consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each of the Holder Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. Subject to the foregoing, neither the Company nor any of its Subsidiaries shall issue any press releases or any other public statements with respect to the transactions contemplated hereby without the prior written consent of each Buyer; provided, however, that the Company shall be entitled, without the prior approval of such Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and press release contemplated by this Section 4(i) and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. As used herein, “Disclosure Time” means, (i) if this Agreement is signed after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Lead Investor, or (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Lead Investor.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day after this Agreement has been executed, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Note, the form of the Warrant, the Registration Rights Agreement and the Security Documents as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Company or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no force or effect. The Company shall not, and shall cause each of its Subsidiaries Subsidiaries, if any, and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to any Holder a Buyer without such HolderBuyer’s consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents agent or not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K K. in each case, reasonably acceptable to the Buyers, describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Certificate of Designations, the form of Warrant, the form of the Registration Rights Agreement and the form of Lock-Up Agreement as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8‑K Filing"). In addition, the Company hereby covenants and agrees that it shall include in the 8-K Filing”)Filing any information that constitutes, or could reasonably be expected to constitute, material, nonpublic information regarding the Company or any of its Subsidiaries received by any of the Buyers from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents. From Accordingly, from and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and shall be of no further force or effect. The Company understands and confirms that each of the Buyers will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, shareholders, employees or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to any Holder a Buyer without such Holder’s Buyer's consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries Subsidiaries, or any of their respective respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries Subsidiaries, or any of their respective respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that 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. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the Company.Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. -22-

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 a.m., New York City time, on February 8August 18, 20162022, in the Company shall file a Current Report on Form 8-K describing form required by the terms of 1934 Act, relating to the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement (including, without limitation, all schedules and exhibits to such agreement, if any) as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates Affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s express prior written consent, the Company hereby covenants and agrees that such Holder the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on February 8the first Business Day after the date of this Amendment No. 2, 2016, the Company shall publicly file a Current Report on Form 8-K describing the disclosing all material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, Amendment No. 2 and attaching a copy of the form of this Agreement Amendment No. 2 as an exhibit to such Current Report on filing. As of the date of the issuance of the Form 8-K (including all attachments, schedules and exhibits theretoK, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the Form 8-K Filing. K. In addition, effective upon the filing issuance of the Form 8-K FilingK, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder the Investor or any of its affiliates, on the other hand, shall terminateterminate and be of no force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Holderthe Investor. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public information to any Holder the Investor without such Holderthe Investor’s express prior written consent, the Company hereby covenants and agrees that such Holder the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder Investor will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on February 8December 9, 20162015, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange Commission, the Holder Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderInvestor. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder Investor without such HolderInvestor’s consent, the Company hereby covenants and agrees that such Holder Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder Investor will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 9:30 The Company shall, by 9:00 a.m., New York City time, on February 8the next Business Day after the date of this Agreement, 2016, the Company shall file a Current Report on Form 8-K with the SEC under the Exchange Act describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of this Agreement as an exhibit to such Current Report on Form 8-K Notes) (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) regarding the Company, Company or any of its Subsidiaries (as defined in delivered to the SPA) Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed agents in such 8-K Filing. In addition, effective upon connection with the filing of transactions contemplated by the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminateTransaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder the Investor with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the date hereof issuance of the 8-K Filing without the express prior written consent of such Holderthe Investor (which may be granted or withheld in the Investor’s sole discretion). To In the extent that event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or agents delivers any in the Transaction Documents, the Investor shall have the right, subject to giving the Company at least one (1) Business Day’s prior written notice, to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information to without the prior approval by the Company, any Holder without such Holder’s consentof its Subsidiaries, the Company hereby covenants and agrees that such Holder or any of its or their respective officers, directors, employees or agents. The Investor shall not have any duty of confidentiality liability to the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliatesemployees, employees stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Other than with respect to the 8-K Filing, without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Investor in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Investor has not had, and the Investor shall not have (unless expressly agreed to by the Investor in a written definitive and binding agreement executed by the Company and the Investor), any duty of confidentiality with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The any information regarding the Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities or any of the Companyits Subsidiaries.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 9:00 a.m., New York City timeTime, on February 8the Effective Date, 2016, the Company shall file issue a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement as an exhibit to such Current Report current report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)) disclosing all material terms of the Transactions and including the form of this Agreement, the form of New Warrant and the form of Leak-Out Agreement as exhibits thereto. From and after Upon the filing issuance of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder shall not be in possession of any material, nonpublic non-public information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their its respective officers, directors, affiliates, employees or agents, agents that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreementagreement with respect to the transactions contemplated by the Exchange Documents or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each any of the Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its subsidiaries and each of their respective officers, directors, affiliates, employees and agents, not to, provide any the Holder with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof filing of the 8-K Filing without the express prior written consent of such the Holder. To the extent that the Company delivers any material, non-public information to the Holder without the Holder’s express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, employees, affiliates employees or agents delivers any materialagent with respect to, non-public information or a duty to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, agent or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the "Press Release") reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York City time, on February 8, 2016the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of this Agreement as an exhibit to such Current Report on Form 8-K Statement of Designations) (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed agents in such 8-K Filingconnection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, affiliates, employees and agents, agents not to, provide any Holder Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Holder. To the extent that the Company, any of its Subsidiaries Buyer (which may be granted or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Holder without withheld in such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the CompanyBuyer's sole discretion).

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on February 8, 2016the second Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this each of the Notes, the form of Warrant, the Registration Rights Agreement and the Security Documents) as an exhibit exhibits to such filing (including all attachments, the "Initial 8-K Filing"). On or before 8:30 a.m., New York City Time, on the second Trading Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (including all attachments, schedules and exhibits thereto, the “"Additional 8-K Filing”," and together with the Initial 8-K Filing, the "8-K Filings"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees stockholders, representatives or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To In the extent that event of a breach of the foregoing covenant by the Company, any of its Subsidiaries their Subsidiaries, or any of their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, with the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, any of its Subsidiaries their Subsidiaries, or any of their respective officers, directors, affiliates, employees or agents with respect toagents. Subject to the foregoing, or a duty to none of the Company, any of its Subsidiaries or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby without the approval of their respective officersall of the Buyers; provided, directorshowever, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) the CompanyRequired Holders shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, the Company shall not disclose the name of any Buyer in any filing (other than any such filing required by law), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on February 8May 9, 20162022, in the Company shall file a Current Report on Form 8-K describing form required by the terms of 1934 Act, relating to the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement (including, without limitation, all schedules and exhibits to such agreement, if any) as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates Affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s express prior written consent, the Company hereby covenants and agrees that such Holder the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on February 817, 20162017, the Company shall file a Current Report on Form 8-K describing the disclosing all material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and hereby attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, employees, agents or affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each the Holder or any of its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, agents and affiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public information to any the Holder without such Holder’s 's express prior written consent, the Company hereby covenants and agrees that such the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder undersigned and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Company. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on February 8the date this Agreement has been duly executed and delivered, 2016in the form required by the 1934 Act, the Company shall file a Current Report on Form 8-K describing the terms of relating to the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement, a form of the December Warrant and a form of the Registration Rights Agreement (including, without limitation, all schedules and exhibits to such agreement, if any) as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates Affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s express prior written consent, the Company hereby covenants and agrees that such Holder the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company. The definition of “Disclosure Restitution Amount” in the July SPA is hereby amended, solely with respect to the Holder, to include any December Warrant Shares.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on February 810, 20162017, the Company shall file a Current Report on Form 8-K describing the disclosing all material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and hereby attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto), the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their its respective officers, directors, employees, agents or affiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each the Holder or any of its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, agents and affiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public information to any the Holder without such Holder’s 's express prior written consent, the Company hereby covenants and agrees that such the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder undersigned and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Company. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the "Press Release") reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York City time, on February 8, 2016the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of all the form of material Transaction Documents (including, without limitation, this Agreement as an exhibit (and all schedules to such Current Report on Form 8-K this Agreement) and the forms of all exhibits to this Agreement) (including all attachments, schedules and exhibits thereto, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionFiling, the Holder Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed agents in such 8-K Filingconnection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof Execution Date without the express prior written consent of such HolderBuyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public information to any Holder a Buyer without such Holder’s Buyer's consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Holder Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations, provided that each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release. Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, except as the Company has been advised by its counsel as may be required by law including the Rules of the SEC or in response to written comments of the Staff of the SEC. Notwithstanding the foregoing, in no event will rely on the foregoing representations in effecting transactions in securities Company have an obligation to disclose any information which a Buyer receives from a member of the Company's Board of Directors that is an affiliate of such Buyer.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement, the form of this Agreement the Notes, the form of Warrant, and the form of the Registration Rights Agreement), as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries, it shall promptly provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents for any such disclosure, except where, as a result of the willful misconduct or gross negligence of such Buyer, any such disclosure contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on February 8the first (1st) Business Day after the date of this Agreement, 2016issue a press release (the “Press Release”) reasonably acceptable to each Buyer disclosing all the material terms of the transactions contemplated hereby and any other material, nonpublic information that the Company may have provided a Buyer at any time prior to the filing of the Press Release. On or before 8:30 a.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, hereby and attaching a copy of the form of this Agreement as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the Securities and Exchange CommissionPress Release, the Holder Company shall not be in possession of any have disclosed all material, nonpublic information received from delivered to any of the Company, Buyers by the Company or any of its Subsidiaries (as defined in the SPA) Subsidiaries, or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed agents (if any) in such 8-K Filing. In addition, effective upon connection with the filing of transactions contemplated by the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminateTransaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, affiliates, employees and agents, agents not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof issuance of the Press Release without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any material, nonpublic information regarding the extent that Company or any of its Subsidiaries in breach of the immediately preceding sentence, such Buyer shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of the receipt of such notice, make a public disclosure of all such material, nonpublic information so provided. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents delivers any material, non-public information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder agents. No Buyer shall not have any duty of confidentiality liability to the Company, any of its Subsidiaries the Subsidiaries, or any of its or their respective officers, directors, affiliatesemployees, employees stockholders or agents with respect toagents, or a duty to for any such disclosure of such information. Without the Companyprior written consent of any applicable Buyer, any the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer or its investment adviser in any filing, announcement, release or otherwise, except (a) as required by federal securities law in connection with the filing of their respective officersfinal Transaction Documents (including signature pages thereto) with the SEC and (b) to the extent such disclosure is required by law or Principal Market regulations, directors, affiliates, employees or agents not to trade on in which case the basis of, Company shall provide the applicable Buyers with prior notice of such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Companydisclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on February 8May 12, 20162022, in the Company shall file a Current Report on Form 8-K describing form required by the terms of 1934 Act, relating to the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement (including, without limitation, all schedules and exhibits to such agreement, if any) as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates Affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s express prior written consent, the Company hereby covenants and agrees that such Holder the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on February 8, 2016the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement, the Security Documents, the form of this Agreement the New Notes, the form of Warrant, and the form of the Registration Rights Agreement), as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express prior written consent of such HolderBuyer. To If a Buyer has, or believes it has, received any such material, nonpublic information regarding the extent that Company or any of its Subsidiaries, it shall promptly provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries Subsidiaries, or any of its or their respective officers, directors, affiliates employees and agents, in addition to any other remedy provided herein or agents delivers any 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, non-public nonpublic information to any Holder without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality to prior approval by the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees stockholders or agents for any such disclosure, except where, as a result of the willful misconduct or gross negligence of such Buyer, any such disclosure contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Subject to trade on the basis offoregoing, such materialneither the Company, non-its Subsidiaries nor any Buyer shall issue any press releases or any other public information. The Company understands and confirms statements with respect to the transactions contemplated hereby; provided, however, that the Holder will rely on Company shall be entitled, without the foregoing representations prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in effecting transactions substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in securities the case of clause (i) each Buyer shall be consulted by the CompanyCompany in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on February 8, 2016the Disclosure Time (as defined below), the Company shall shall, after receiving approval by the Lead Investor, issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange 1934 Act of 1934, as amended, and attaching a copy of the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this Agreement Certificate of Designations and the form of Warrant as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after As of immediately following the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, that is not disclosed in such the 8-K FilingFiling or in prior filings with the SEC. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and each Holder any of the Buyers or any of its their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Holder Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such HolderBuyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within two (2) Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, 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, affiliates or agents for any such disclosure. To the extent that the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees, affiliates employees or agents delivers any material, non-public nonpublic information to any Holder a Buyer without such HolderBuyer’s prior written consent, the Company hereby covenants and agrees that such Holder Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public nonpublic information. The Subject to the foregoing, neither the Company understands and confirms nor any of, its Subsidiaries shall issue any press releases or any other public statements with respect to the transactions contemplated hereby without the prior express written consent of each Buyer; provided, however, that the Holder will rely Company shall be entitled, without such prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and press release contemplated by this Section 4(j) and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted. As used herein, “Disclosure Time” means, (i) if this Agreement is signed after 8:30 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 8:31 a.m. (New York City time) on the foregoing representations in effecting transactions in securities of second Trading Day immediately following the Companydate hereof, unless otherwise instructed as to an earlier time by the Agent, or (ii) if this Agreement is signed between midnight (New York City time) and 8:30 a.m. (New York City time) on any Trading Day, no later than 8:31 a.m. (New York City time) on the Trading Day immediately following date hereof, unless otherwise instructed as to an earlier time by the Agent.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on February 8the date this Agreement has been duly executed and delivered, 2016in the form required by the 1934 Act, the Company shall file a Current Report on Form 8-K describing the terms of relating to the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching a copy of the form of this Agreement, a form of the August Series A Warrant, a form of the August Series B Warrant and a form of the Registration Rights Agreement (including, without limitation, all schedules and exhibits to such agreement, if any) as an exhibit to such Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the Securities and Exchange CommissionSEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, that is not disclosed in such the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and each the Holder or any of its affiliatesAffiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesAffiliates, employees and agents, not to, provide any the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of such the Holder. To the extent that the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates Affiliates employees or agents delivers any material, non-public information to any the Holder without such the Holder’s express prior written consent, the Company hereby covenants and agrees that such Holder the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company. The definition of “Disclosure Restitution Amount” in the SPA is hereby amended, solely with respect to the Holder, to include any August Warrant Shares.

Disclosure of Transactions and Other Material Information. On or before 9:30 The Company shall (i) at approximately 7:00 a.m. but no later than 8:00 a.m., New York City time, on February 4, 2019, issue a press release and file a Current Report on Form 8-K, 2016in each case, reasonably acceptable to the Company shall Lead Investor, describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and (ii) on or before 4:30 p.m., New York City time, on February 4, 2019, file a Current Report on Form 8-K describing reasonably acceptable to the terms of Lead Investor attaching this Agreement, the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934Governance Agreement, as amended, and attaching a copy of the form of this the Certificate of Designation and the Registration Rights Agreement as an exhibit exhibits to such Current Report on Form 8-K filing (including all attachments, which shall not include schedules and or exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing not customarily filed with the Securities and Exchange Commission, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined in the SPA) or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in such 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminateSEC). The Company shall use its commercially reasonably efforts to not, and shall to cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder Buyer that at the applicable time of determination does not have an affiliate who serves on the Board, with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof Initial Closing Date without the express prior written consent of such HolderBuyer or as otherwise contemplated by the Transaction Documents. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents Company delivers any material, non-public nonpublic information to any Holder a Buyer without such HolderBuyer’s consentconsent at a time when such Buyer does not have an affiliate who serves on the Board, the Company hereby covenants and agrees that that, unless otherwise expressly agreed between such Holder Buyer and the Company, such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries Subsidiaries, or any of their respective respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries Subsidiaries, or any of their respective respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public nonpublic information. The Company understands and confirms that the Holder each of such Buyers will rely (in their own discretion) on the foregoing representations in effecting transactions in securities of the Company.