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

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the Business Day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 not publicly disclose the name of its respective officers, directors, employees and agents not to, provide any Purchaser with or any material, nonpublic information regarding the Company from and after the filing affiliate or investment adviser of the 8-K Filing Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Company Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Purchasers, to make any press release or other public disclosure with respect to such transactions (ia) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (iib) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)Applicable Law.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the Business Day business day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of Act (including all attachments, the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company or any of their respective officers, directors, employees or agents, that is not disclosed in the "8-K Filing"). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any the Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Company Commission without the express written consent of such the Purchaser. Subject to the foregoing, neither Neither the Company nor any the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any the Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above above, the Purchaser shall be notified consulted by the Company (although the consent of such the Purchaser 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 or before 8:30 a.m., New York City time, on the second Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 not publicly disclose the name of its respective officers, directors, employees and agents not to, provide any Purchaser with or any material, nonpublic information regarding the Company from and after the filing affiliate or investment adviser of the 8-K Filing Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Company Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Purchasers, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)regulations.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, 9:30 a.m. EST on the second Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 not publicly disclose the name of its respective officers, directors, employees and agents not to, provide any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any materialexhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, nonpublic information regarding without the prior written consent specifically given in writing by such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company from shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and after a reasonable opportunity to comment on the filing of the 8-K Filing with the Company without the express written consent of proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Purchasers, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)regulations.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the Series A Designation, and the form of Warrant as exhibits to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents ). From and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of after the filing of the 8-K Filing with the CommissionSEC, no Purchaser Buyer shall be in possession of any material, nonpublic information received from the Company or any of their respective its officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its respective officers, directors, employees and agents agents, not to, provide any Purchaser Buyer with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company SEC without the express prior written consent of such PurchaserBuyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company, it shall provide the Company with written notice thereof. Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)regulations.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the first (1st) Business Day immediately following the Closing Datedate 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 Exchange Act, as amended and attaching the form of this Agreement (including all attachments, the “8-K Filing”) with ). From and after the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing issuance of the 8-K Filing with Filing, the Commission, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to the Holder by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agentsagents in connection with the transactions contemplated hereby. In addition, that is not disclosed in effective upon the issuance of 8-K Filing. The , the Company shall notacknowledges and agrees that any and all confidentiality or similar obligations under any agreement, and shall cause each whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliates on the one hand, and agents the Purchaser or any of its affiliates on the other hand, shall terminate. The Company shall not to, provide any Purchaser with any material, nonpublic information regarding publicly disclose the Company from and after the filing name of the 8-K Filing Purchaser, or include the name of the Purchaser in any filing with the Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases Commission or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitledregulatory agency or Trading Market, without the prior approval written consent of any the Purchaser, to make any press release or other public disclosure with respect to such transactions except (ia) in substantial conformity with the 8-K Filing and contemporaneously therewith, as required by federal securities laws and (iib) as to the extent such disclosure is required by applicable law and regulations (provided that or Trading Market regulations, in which case the case Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its releaseb).

Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City time, on the Business Day business day immediately following the Closing Date, the Company shall issue a press release, and on or before 5:30 p.m., New York City time, on the business day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Exchange Agreement and the Transaction Documents and including as exhibits to such Current Report on Form 8-K K, the Exchange Agreement, this Agreement, the Certification of Designations, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of Act (including all attachments, the time of the filing of the "8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFILING"). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Company Commission without the express prior written consent of such Purchaser. Subject to the foregoing, neither Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of any Purchaserthe Purchasers, 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) above Purchaser above, the Purchasers shall be notified consulted by the Company (although the consent of such Purchaser the Purchasers 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 8:30 9:30 a.m., New York City timeTime, on the Business Trading Day immediately following the Closing Datedate hereof, issue a press release disclosing all material terms of the transactions contemplated hereby and complying with applicable SEC rules. On or before 8:00 p.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 the Transaction Documents in the form required by the 1934 Act, and attaching the form of this Agreement and the Warrant as exhibits to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents agents, not to, provide any the Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with press release referred to in the Company first sentence of this Section without the express written consent of such the Purchaser. Subject to the foregoing, neither the Company nor any the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of any the Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations (provided that in of the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the first Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and disclosing any other material, nonpublic information that the Company may have provided to any Purchaser at any time prior thereto in the form required by the 1934 Act and attaching the material transaction documents (including, without limitation, this Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”) with ). Neither the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this AgreementCompany, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company Subsidiaries nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above each Purchaser shall be notified by the Company (although the consent provided a draft of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its releaserelease and given the opportunity to comment). Without the prior written consent of any applicable Purchaser, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Purchaser in any filing, announcement, release or otherwise other than in connection with this Agreement, as contemplated pursuant to the this Agreement, unless such disclosure is required by law, regulation or the Nasdaq Stock Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the next Business Day immediately following the Closing Datedate of this Agreement, the Company shall file a Current Report on Form 86-K (including describing all attachments, the “8-K Filing”) with the Commission describing the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto Agreement in the form required by the Exchange Act, as amended and attaching the form of this Agreement (including all attachments, the “6-K Filing”). As From and after the issuance of the time of the filing of the 86-K Filing with Filing, the Commission, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to the Holder by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agentsagents in connection with the transactions contemplated hereby. In addition, that is not disclosed in effective upon the 8issuance of 6-K Filing. The , the Company shall notacknowledges and agrees that any and all confidentiality or similar obligations under any agreement, and shall cause each whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliates on the one hand, and agents the Holder or any of its affiliates on the other hand, shall terminate. The Company shall not to, provide any Purchaser with any material, nonpublic information regarding publicly disclose the Company from and after the filing name of the 8-K Filing Holder, or include the name of the Holder in any filing with the Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases Commission or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitledregulatory agency or Trading Market, without the prior approval written consent of any Purchaserthe Holder, to make any press release or other public disclosure with respect to such transactions except (ia) in substantial conformity with the 8-K Filing and contemporaneously therewith, as required by federal securities laws and (iib) as to the extent such disclosure is required by applicable law and regulations (provided that or Trading Market regulations, in which case the case Company shall provide the Holder with prior notice of such disclosure permitted under this clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its releaseb).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release describing the terms of the transactions contemplated by the Transaction Documents in the form attached hereto as Exhibit E. In addition, on or before the end of the third Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the Transaction Documents (including, without limitation, this Agreement, the form of the Preferred Shares and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaser). Subject to the foregoing, neither the Company Company, its Subsidiary nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company and each Buyer shall be entitled, without the prior approval of any Purchaserthe other, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser each Buyer shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the Business Day immediately following the Closing Datedate of this Agreement, the Company and Opko shall issue two joint press releases, approved and released by both parties, with one press release describing the transactions contemplated by this Agreement and the other press release describing the transactions contemplated by the Asset Purchase Agreement. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Exchange Act and attaching this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaser). Subject to the foregoing, neither the Company nor any Purchaser the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company or any Purchaser shall be entitled, without the prior approval of the Company or any Purchaserof the Purchasers, (as applicable) to make any other press release or other public disclosure with respect to such transactions transactions: (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, ; and (ii) as is may be required by applicable law and regulations regulations, including the Exchange Act (provided that and, in such a case, solely to the case of clause (i) above extent so required). From and after the 8-K Filing, no Purchaser shall be notified by in possession of any material, nonpublic information received from the Company (although or any of its respective officers, directors, employees or agents, that is not disclosed in the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)8-K Filing.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the third Business Day immediately following the Closing Dateeffective date of this Agreement, the Company GrowLife shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser CANX shall not be in possession of any material, nonpublic information received from the Company GrowLife or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company GrowLife shall not, and shall cause each of its respective officers, directors, employees and agents not to, provide any Purchaser CANX with any material, nonpublic information regarding the Company GrowLife from and after the filing of the 8-K Filing with the Company GrowLife without the express written consent of such PurchaserCANX. Subject to the foregoing, neither the Company GrowLife nor any Purchaser CANX shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company GrowLife shall be entitled, without the prior approval of any PurchaserCANX, 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) above Purchaser CANX shall be notified by the Company GrowLife (although the consent of such Purchaser CANX 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 or before 8:30 a.m., New York City time, on the first Business Day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto Agreement in the form required by the Exchange Act, and attaching the Transaction Documents as exhibits to such filing (including all attachments, the "8-K Filing"). As of the time of From and after the filing of the 8-K Filing with the CommissionSEC, no Purchaser Investor shall be in possession of any material, material nonpublic information received from the Company or any of their respective its officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its respective officers, directors, employees and agents agents, not to, provide any Purchaser Investor with any material, material nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company SEC without the express written consent of such PurchaserInvestor. Subject to the foregoing, neither the Company nor any Purchaser Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserInvestor, to make any press release or other public disclosure with respect to such transactions 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) above Purchaser each Investor shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). 5.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the fourth (4th) Business Day immediately following the Closing Datedate 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 Exchange Act, as amended and attaching the form of this Agreement (including all attachments, the “8-K Filing”) with ). From and after the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing issuance of the 8-K Filing with Filing, the Commission, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to the Holder by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agentsagents in connection with the transactions contemplated hereby. In addition, that is not disclosed in effective upon the issuance of 8-K Filing. The , the Company shall notacknowledges and agrees that any and all confidentiality or similar obligations under any agreement, and shall cause each whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliates on the one hand, and agents the Purchaser or any of its affiliates on the other hand, shall terminate. The Company shall not to, provide any Purchaser with any material, nonpublic information regarding publicly disclose the Company from and after the filing name of the 8-K Filing Purchaser, or include the name of the Purchaser in any filing with the Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases Commission or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitledregulatory agency or Trading Market, without the prior approval written consent of any the Purchaser, to make any press release or other public disclosure with respect to such transactions except (ia) in substantial conformity with the 8-K Filing and contemporaneously therewith, as required by federal securities laws and (iib) as to the extent such disclosure is required by applicable law and regulations (provided that or Trading Market regulations, in which case the case Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its releaseb).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the Business Day immediately following the Closing DateJune 14, 2004, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Note, and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents ). From and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of after the filing of the 8-K Filing with the CommissionSEC, unless required pursuant to Section 3(i) of the Registration Rights Agreement, no Purchaser Buyer shall be in possession of any material, nonpublic information received from the Company Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Unless required pursuant to Section 3(i) of the Registration Rights Agreement, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Company SEC without the express written consent of such PurchaserBuyer. Subject to the foregoing, neither Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and prior to or contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser Riverview Group, LLC, shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the third Business Day immediately following the Closing Dateeffective date of this Agreement, the Company GrowLife shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser CANX shall not be in possession of any material, nonpublic information received from the Company GrowLife or any of their respective its officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company GrowLife shall not, and shall cause each of its respective officers, directors, employees and agents not to, provide any Purchaser CANX with any material, nonpublic information regarding the Company GrowLife from and after the filing of the 8-K Filing with the Company GrowLife without the express written consent of such PurchaserCANX. Subject to the foregoing, neither the Company GrowLife nor any Purchaser CANX shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company GrowLife shall be entitled, without the prior approval of any PurchaserCANX, 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) above Purchaser above, CANX shall be notified by the Company GrowLife (although the consent of such Purchaser CANX 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. The Company may, on or before 8:30 a.m., New York time, on the third (3rd) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York City time, on the third (3rd) Business Day immediately following after the Closing Datedate of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Security Documents and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act). As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaser. Subject to the foregoing, neither Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make 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, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser each Buyer shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the fourth Business Day immediately following the Closing Date, the Company shall issue a press release and file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Series F Warrant and the form of the time of Registration Rights Agreement as exhibits to such filing (including all attachments, the "8 K Filing"). From and after the filing of the 8-K Filing with the CommissionSEC, no Purchaser Investor shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents agents, not to, provide any Purchaser Investor with any material, nonpublic information regarding the Company or any Subsidiaries from and after the filing of the 8-K Filing with the Company SEC without the express written consent of such PurchaserInvestor. Subject to the foregoing, neither the Company nor any Purchaser shall not 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 PurchaserInvestor, 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 otherwise required by applicable law and regulations (provided that in the case of clause (i) above Purchaser Cxxxxxx Xxxxxx and Dxxxx Management, LLC shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). Except as required in the Registration Statement, without the prior written consent of any applicable Investor, neither the Company nor any of its affiliates shall disclose the name of such Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.8.30 am, New York City timeTime, on the Business Trading Day immediately following the Closing Datedate hereof, the Company shall file a Current Report on Form 8-K describing this Agreement and any documents relating to the issuance of Conversion Common Stock in the form required by the Exchange Act, and attaching the material transaction documents (including, without limitation, this Agreement), as exhibits to such filing (including all attachments, the “8-K Filing”) with , and the Commission describing description and attachments, the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form “8-K this Agreement, the Warrants Materials”). From and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of after the filing of the 8-K Filing with the CommissionSEC, no Purchaser the Investor shall not be in possession of any material, nonpublic information received from the Company Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide any Purchaser the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Company SEC without the express written consent of such PurchaserInvestor. Subject to the foregoing, neither the Company nor any Purchaser the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Trading Market (provided that in the case of clause (i) above Purchaser the Investor shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 9:30 a.m., New York City timeTime, on the Business Trading Day immediately following the Closing Datedate hereof, issue a press release disclosing all material terms of the transactions contemplated hereby and complying with applicable SEC rules. On or before 5:00 p.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 the Transaction Documents in the form required by the 1934 Act, and attaching the form of this Agreement and the Warrant as exhibits to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents agents, not to, provide any the Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with press release referred to in the Company first sentence of this Section without the express written consent of such the Purchaser. Subject to the foregoing, neither the Company nor any the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of any the Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations (provided that in of the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of the Warrants and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”) with ). No Buyer shall have any liability to the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this AgreementCompany, the Warrants and the Registration Rights Agreementits Subsidiaries, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company or any of its or their respective officers, directors, employees employees, stockholders or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its respective officers, directors, employees and agents not to, provide for any Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaserdisclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser each Buyer shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of 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 8:30 a.m., New York City time, on the Business Day immediately following the Closing Datedate hereof (or at such other time as the parties may mutually agree), the Company shall issue a press release mutually agreed to by the Company and the Purchaser. Within four trading days from the date hereof, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto Agreement in the form required by the Exchange Act. As of Act and reviewed by counsel to the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby except as may be reviewed and approved by the Company and counsel to the Purchaser; provided, however, that the Company shall be entitled, without the prior approval of any the Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above above, the Purchaser shall be notified by the Company (although the consent of such the Purchaser 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 or before 8:30 a.m., New York City time, on the second Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 not publicly disclose the name of its respective officers, directors, employees and agents not to, provide any Purchaser with Investor or any material, nonpublic information regarding the Company from and after the filing affiliate or investment adviser of the 8-K Filing Investor, or include the name of any Investor or any affiliate or investment adviser of the Investor in any filing with the Company Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such PurchaserInvestor, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Investor whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Investor. Subject to the foregoing, neither the Company nor any Purchaser the Investors shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Investors, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)regulations.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the Business Day immediately following the Closing DateDecember 22, 2003, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Debenture, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act). As of the time of the filing of the 8-K Filing with the CommissionSEC, unless required pursuant to Section 3(i) of the Registration Rights Agreement, no Purchaser Buyer shall be in possession of any material, nonpublic information received from the Company Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Unless required pursuant to Section 3(i) of the Registration Rights Agreement, the Company shall not, and shall use its reasonable best efforts to cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Company SEC without the express written consent of such PurchaserBuyer. Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser each Buyer shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on or before the Business Day business day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of Act (including all attachments, the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company or any of their respective officers, directors, employees or agents, that is not disclosed in the "8-K Filing"). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any the Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Company Commission without the express written consent of such the Purchaser. Subject to the foregoing, neither Neither the Company nor any the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any the Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above above, the Purchaser shall be notified consulted by the Company (although the consent of such the Purchaser 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 or before 8:30 a.m., New York City timeTime, on or before the first Business Day immediately following the Closing Datedate of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents and the transactions set forth in Schedule 3(u) of the Company Disclosure Letter, in form and in substance required by the 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes and the Registration Rights Agreement) as exhibits to such Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act). As of the time of the filing of the 8-K Filing with the CommissionSEC, no Purchaser Buyer shall be in possession of any material, nonpublic information received from the Company Company, any of its Subsidiaries or any of its or 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 acknowledges its respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaser. Subject obligation to conform to the foregoing, neither requirements of Regulation FD in its dealings with each Buyer. Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and substantially contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser each Buyer shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its releaserelease if the Notes or such Buyer is referred to therein).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the Business first Trading Day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission SEC describing the terms of the transactions contemplated by this Agreement and attaching this Agreement, the Transaction Documents form of Warrant, the Registration Rights Agreement and including the press release referred to below as exhibits to such Current Report on Form filing (the "8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange ActFiling"). As of the time of the filing of Upon the 8-K Filing with the CommissionSEC, no Purchaser Buyer shall be in possession of any material, nonpublic information received from the Company Company, any Subsidiary or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each Subsidiary and each of its respective officers, directors, employees and agents agents, not to, provide any Purchaser Buyer with any material, material nonpublic information regarding the Company or any Subsidiary from and after the filing of the 8-K Filing with the Company SEC without the express written consent of such PurchaserBuyer; provided, however, that the foregoing obligation shall not apply in the event that the Buyer requests such material nonpublic information from the Company. Subject to the foregoing, neither Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby this Agreement; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)law.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on or before the third Business Day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto Agreement in the form required by the Exchange Act. As of Act (including all attachments, the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company or any of their respective officers, directors, employees or agents, that is not disclosed in the “8-K Filing”). For purposes of this Agreement, a “Business Day” means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of Texas generally are authorized or required by law or other government actions to close. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Company Commission without the express written consent of such Purchaser. Subject to the foregoing, neither Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Purchasers, 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) above Purchaser above, the Purchasers shall be notified consulted by the Company (although the consent of such Purchaser the Purchasers 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 or before 8:30 Between 6:00 a.m. and 9:30 a.m., New York City timeTime, on the Business Day immediately following the Closing Datedate hereof, the Company shall file a Current Report on Form 8-K describing this Agreement in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”) with , and the Commission describing description and attachments, the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form “8-K this Agreement, the Warrants Materials”). From and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of after the filing of the 8-K Filing with the CommissionSEC, no Purchaser the Investors shall not be in possession of any material, nonpublic information received from the Company Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide any Purchaser the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Company SEC without the express written consent of such PurchaserInvestor. Subject to the foregoing, neither the Company nor any Purchaser the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Trading Market (provided that in the case of clause (i) above Purchaser the Investor shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. (a) On or before 8:30 a.m., New York City time, on the Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release describing the transactions contemplated by this Agreement. On or before 8:30 a.m., New York City time, on the 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 in the form required by the Exchange Act and attaching this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaser). Subject to the foregoing, neither the Company nor any Purchaser the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company or any Purchaser shall be entitled, without the prior approval of the Company or any Purchaserof the Purchasers, (as applicable) to make any other press release or other public disclosure with respect to such transactions transactions: (ia) in substantial conformity with the 8-K Filing and contemporaneously therewith, ; and (iib) as is may be required by applicable law Applicable Law and regulations regulations, including the Exchange Act (provided and, in such a case, solely to the extent so required). From and after the 8-K Filing, no Purchaser who has not entered into a separate confidentiality agreement with the Company shall be in possession of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents that is not disclosed in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)8-K Filing.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto Agreement in the form required by the Exchange Act, and attaching the Transaction Documents as exhibits to such filing (including all attachments, the "8-K FILING"). As of the time of From and after the filing of the 8-K Filing with the CommissionSEC, no Purchaser RAB shall not be in possession of any material, material nonpublic information received from the Company or any of their respective its officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its respective officers, directors, employees and agents agents, not to, provide any Purchaser RAB with any material, material nonpublic information regarding the Company from and after the filing of the 8-K Filing with the Company SEC without the express written consent of such PurchaserRAB. Subject to the foregoing, neither the Company nor any Purchaser RAB 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 PurchaserRAB, to make any press release or other public disclosure with respect to such transactions transactions: (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, ; and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser RAB shall be notified consulted by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 not publicly disclose the name of its respective officers, directors, employees and agents not to, provide any Purchaser with or any material, nonpublic information regarding the Company from and after the filing affiliate or investment adviser of the 8-K Filing Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Company Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Purchasers, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release)regulations.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m.5:30 p.m., New York City time, on the Business Day immediately following first (1st) business day after the Closing Datedate of this Agreement, issue a press release (the "Press Release") disclosing the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on the fourth (4th) business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K (including describing all attachments, the “8-K Filing”) with the Commission describing the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form and manner required by the Exchange Act. As of Act (the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company or any of their respective officers, directors, employees or agents, that is not disclosed in the "8-K Filing"). The Company shall notNeither the Company, and shall cause each of its respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding Subsidiaries nor the Company from and after the filing of the 8-K Filing with the Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Investor, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith, and (ii) as is required by applicable law Law and regulations regulations. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of the Investor, except: (provided that a) as required by federal securities Law in the case of clause connection with (i) above Purchaser shall be notified the 8-K Filing, (ii) any registration statement contemplated by the Registration Rights Agreement and (iii) the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by Law or Trading Market regulations, in which case the Company (although shall provide the consent Investor with prior notice of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior permitted under this clause (b). It is understood that, by execution of this Agreement, Investor authorizes the Company to its release)publicly disclose Daniel M. Rifkin's identity as an affiliate of the Investor xxxxxxxxx.