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 first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

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 Trading Day following the date 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 business day following the date execution and delivery of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes this Agreement and the form of the Warrants) Warrant as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor 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 press release referred to in the SEC first sentence of this Section without the express written consent of the InvestorPurchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated 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 the InvestorPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations (provided that in of 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)Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first fourth Business Day following the date of this AgreementAgreement (the "8-K Filing Time"), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement hereby in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the Commission by the Company (including, without limitation, this Agreement, the Security Documents, the form of the Notes Agreement and the form of the WarrantsExchanged Warrant) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From The Company hereby represents and warrants to the Investor that from and after the filing of the 8-K Filing with the SECCommission, the Investor shall not be in possession of any material, nonpublic information received from the 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, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (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 any the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)regulations.

Disclosure of Transactions and Other Material Information. (a) On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and 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 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 InvestorCompany or any of 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 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 8-K Filing. (b) After the public disclosure of clause (i) this Agreement as contemplated in the Investor shall be consulted by preceding paragraph, the Company in connection covenants and agrees that neither it, nor any other person acting on its behalf, has provided or will provide any Purchaser with any information that the Company believes constitutes material non-public information, unless prior thereto such press release or other public disclosure prior to its release)Purchaser shall have executed a written agreement regarding the confidentiality and use of and specifically identifying such information as material and non-public.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.The Company shall, by 9:00 a.m. (New York City time, ) on the first Business (1st) Trading Day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and disclosing the material terms of the transactions contemplated hereby. The Company shall file a Current Report on Form 8-K describing including the terms of Transaction Documents as exhibits thereto within the transactions contemplated by this Agreement in the form time period required by the 1934 Act Act. The Company and attaching each Investor shall consult with each other in issuing any other press releases with respect to the material transactions contemplated hereby, and neither the Company nor any Investor shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Investor, or without the prior consent of each Investor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by Law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC or any regulatory agency or Trading Market unless the name of such Investor is already included in the body of the Transaction Documents not previously filed (includingor is otherwise publicly available, without limitationthe prior written consent of such Investor, this except: (a) as required by federal securities Laws in connection with the filing of final Transaction Documents with the SEC and any registration statement contemplated by the Registration Rights Agreement, and (b) to the Security Documentsextent such disclosure is required by law or Trading Market regulations, in which case the form Company shall provide the Investors with prior notice of the Notes and the form of the Warrants) such disclosure permitted under this clause (including all attachments, the “8-K Filing”b). From and after The Company confirms that, following the filing of the Form 8-K Filing with announcing the SECClosing (the “Announcing Form 8-K”), the no Investor shall not will be deemed to be in possession of any material, nonpublic material non-public information received from concerning the Company, any Company (to the extent that such information was provided by the Company prior to the filing of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the such Form 8-K FilingK). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not toagents to not, provide the any Investor with any material, nonpublic material non-public information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of the such Investor. Subject to the foregoing, neither the Company, its Subsidiaries nor the unless prior thereto such Investor shall issue any press releases or any other public statements with respect to have executed a written agreement regarding the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval confidentiality and use of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)information.

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 first Business Day date following the date of this Agreementhereof, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed transaction documents (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) as exhibits to such filing (including all attachments, the “8-K Filing”, and the description and attachments, the “8-K Materials”). From and after the filing of the 8-K Filing with the SEC, the Investor Investors shall not be in possession of any material, nonpublic information received from the 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, not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the such Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without with- out 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, including the applicable rules and regulations of the Trading Market (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).

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 following fourth (4th) business day after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after As of the filing of the 8-K Filing with Filing, to the SEC, the Investor shall not be in possession knowledge of any material, nonpublic information received from the Company, the Company shall have publicly disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing connection with the SEC without transactions contemplated by the express written consent of the InvestorTransaction Documents. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law Law and regulations regulations. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Buyer, except: (provided that a) as required by federal securities Law in the case of clause connection with (i) the Investor shall be consulted 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 in connection shall provide the Buyers with any prior notice of such press release or other public disclosure prior to its releasepermitted under this clause (b).

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 first Business Day following (1st) business day after the date of this Agreement, issue a press release (the "Press Release") disclosing the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on the fourth (4th) business day after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form and manner required by the 1934 Exchange Act and attaching (the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make 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) the Investor shall be consulted 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 in connection shall provide the Investor with any prior notice of 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 ▇▇▇▇▇▇▇▇▇.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement, the Security Documents), the form of the Notes Notes, the form of the Warrants and the form of the WarrantsRegistration 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 SEC, the Investor No Buyer shall not be in possession of have any material, nonpublic information received from liability to the Company, its Subsidiaries, or any of its Subsidiaries or any of 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 Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with agents for any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of 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 timeTime, on the first Business Day following the date of this AgreementApril 5, 2007, the Company shall issue a press release (the "Initial Press Release") and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) as exhibits to such filing (including all attachments, the “"Initial 8-K Filing”"). From On or before 8:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall issue a press release (each an "Additional Press Release", and after together with the filing of Initial Press Release the "Press Releases") and file a Current Report on Form 8-K Filing with the SEC, SEC describing the Investor shall not transactions to be in possession of any material, nonpublic information received from consummated pursuant thereto (the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the "Additional 8-K Filing," and together with the Initial 8-K Filing, the "8-K Filings"). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, other than in the 8-K Filings and the Press Releases (which shall be subject to the reasonable approval of the Initial Buyers), neither the Company nor any of its subsidiaries or affiliates shall disclose the name of such Buyer in any public filing, public announcement, press release or similar public disclosure, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreementhereof, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by any documents relating to the issuance of the Replacement Warrants in the form required by the 1934 Securities Exchange Act of 1934, as amended, and attaching the material Transaction Documents not previously filed transaction documents (including, without limitation, this Agreement, the Security Documents, the form of the Notes Agreement and the form of the Replacement Warrants) as exhibits to such filing (including all attachments, the “"8-K Filing”", and the description and attachments, the "8-K Materials"). From and after the filing of the 8-K Filing with the SEC, the Investor Investors shall not be in possession of any material, nonpublic information received from the 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, not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the such Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Trading Market (as such term is defined in the Securities Purchase Agreement) (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).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first second Business Day immediately following the date of this AgreementFirst Closing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants, the Certificate of Designations and the Registration Rights Agreement in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SECCommission, the Investor no Purchaser shall not 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, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Purchaser. Neither the Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) above, the Investor Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes Agreement and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8"6-K Filing”"). From and after the filing of the 86-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the express written consent of the Investorsuch Buyer. Subject to the foregoingIf a Buyer has, neither or believes it has, received any such material, nonpublic information regarding the Company, its Subsidiaries it shall provide the Company with written notice thereof. The Company shall, within two (2) trading days of receipt of such notice, make public disclosure of such material, nonpublic information. Neither the Company nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement (as defined in the Registration Rights Agreement), as contemplated by the Registration Rights Agreement, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On The Company shall or before 8:30 a.m.shall cause Sesen Bio to, New York City time, on by the first fourth (4th) Business Day immediately following the date of this Agreement, issue one or more press releases and/or file with the Company shall issue a press release and file Commission a Current Report on Form 8-K describing (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby that have not previously been publicly disclosed and any other material nonpublic information that the Company, Sesen Bio or their respective officers, directors, employees, agents or any other person acting at the direction of the Company or Sesen Bio has provided to the Purchasers in connection with the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after prior to the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingDisclosure Document. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents and Sesen Bio not to, provide publicly disclose the Investor with name of 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 filing name of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases Purchaser or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, affiliate or investment adviser of any Purchaser without the prior approval written consent (including by e-mail) of the Investor, to make such Purchaser (i) in any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and marketing materials, or (ii) in any filing with the Commission or any regulatory agency or trading market, except (A) as required by the federal securities laws, rules or regulations, (B) to the extent such disclosure is required by applicable law and other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of any national securities exchange on which Sesen Bio’s securities are listed for trading or (provided that in C) to the case of clause (i) the Investor shall be consulted by the Company in connection with any extent such press release announcements or other communications contain only information previously disclosed in a public disclosure prior to its statement, press release), or other communications previously approved in accordance with this Section 5.02.

Disclosure of Transactions and Other Material Information. Except as may be otherwise agreed in writing by the Company and a majority in interest of the Holders, the Company shall, on or before 8:30 a.m., New York City Time, on the first Business Day following the execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby as well as the material terms of the proposed acquisition of FAAC Incorporated (the "Press Release"). On or before 8:30 a.m., New York City timeTime, on the first second Business Day following the date execution and delivery of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes Registration Rights Agreement and the form of the Warrants) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SECPress Release, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filingsuch Press Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of the Investorsuch Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without 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 8:30 9:30 a.m., New York City timeTime, on the Trading Day following the date 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 business day following the date execution and delivery of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes this Agreement and the form of the Warrants) Warrant as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor 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 press release referred to in the SEC first sentence of this Section without the express written consent of the InvestorPurchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated 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 the InvestorPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations (provided that in of 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)Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 The Company shall, by 9:00 a.m., New York City time, on the first Business Day (1st) business day immediately following the date of this Agreement, issue one or more press releases and/or file with the Company shall issue a press release and file SEC a Current Report on Form 8-K describing (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated by this Agreement in the form required hereby, by the 1934 Act other Transaction Agreements and attaching the Merger Agreement (and including as exhibits to such Current Report on Form 8-K the forms of the material Transaction Documents not previously filed Agreements (including, without limitation, this Agreement, the Security Documents, the form of the Notes this Agreement and the form of the Warrants) (including all attachments, the “8-K Filing”Registration Rights Agreement). From and after Upon the filing issuance of the 8-K Filing with the SECDisclosure Document, the Investor no Purchaser shall not be in possession of any material, nonpublic non-public information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, or employees or agents, that is not disclosed in the 8-K FilingDisclosure Document unless otherwise specifically agreed in writing by such Purchaser. The From and after the issuance of the Disclosure Document, the Company shall notnot provide material non-public information to any Purchaser, and shall cause each of its Subsidiaries and its and each of their respective officersunless otherwise specifically agreed in writing by such Purchaser prior to any such disclosure. Notwithstanding anything in this Agreement to the contrary, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company shall not publicly disclose the name of any Purchaser or any of its Subsidiaries from and after affiliates or advisers, or include the name of any Purchaser or any of its affiliates or advisers in any press release or filing of the 8-K Filing with the SEC without (other than the express written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases Registration Statement) or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitledregulatory agency, without the prior approval written consent of the Investorsuch Purchaser, to make any press release or other public disclosure with respect to such transactions except (i) as required by the federal securities law in substantial conformity connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final forms of the Transaction Agreements with the 8-K Filing and contemporaneously therewith and SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) as to the extent such disclosure is required by applicable law and law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Market, in which case the Company will provide the Purchaser with prior written notice (provided that in the case including by e-mail) of such disclosure under this clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaseii).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first second Business Day (as used herein, the term "Business Day" shall mean any day except a Saturday, Sunday or day on which banking institutions are legally authorized to close in Tempe, Arizona) immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement Agreement, the Warrants, the Certificate of Designations, and the Registration Rights Agreement, in the form required by the 1934 Exchange Act and attaching (the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SECCommission, the Investor no Purchaser shall not 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, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Purchaser. Neither the Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above, the Investor Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On The Company shall or shall cause Homology to, (i) on or before 8:30 9:30 a.m., New York City time, on the first within one (1) Business Day immediately following the date of this Agreement, issue one or more press releases disclosing the Company shall issue a press release signing of the Merger Agreement and (ii) on or before 5:30 p.m., New York City time, within one (1) Business Day immediately following the date of this Agreement, file with the Commission a Current Report on Form 8-K describing (collectively with the press release, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and any other material nonpublic information within the meaning of the federal securities laws that the Company, Homology or their respective officers, directors, employees, agents or any other person acting at the direction of the Company or Homology has provided to the Purchasers in connection with the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after prior to the filing of the 8-K Filing with Disclosure Document. The Company represents and warrants that, from and after the SECissuance of the Disclosure Document, the Investor no Purchaser shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries Homology or any of their respective officers, directors, employees employees, agents or agents, that is not disclosed in the 8-K Filingother person acting at their direction. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents and Homology not to, provide publicly disclose the Investor with name of 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 filing name of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases Purchaser or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, affiliate or investment adviser of any Purchaser without the prior approval written consent (including by e-mail) of the Investor, to make such Purchaser (i) in any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and marketing materials, or (ii) in any filing with the Commission or any regulatory agency or trading market, except (A) as required by the federal securities laws, rules or regulations, (B) to the extent such disclosure is required by applicable law other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of any national securities exchange on which Homology’s securities are listed for trading or (C) to the extent such disclosure contains only information previously approved in accordance with this Section 5.02, and regulations (provided that in the case of any disclosure made pursuant to clause (i) the Investor shall be consulted by ii), the Company in connection will provide the Purchaser with any prior written notice (including by e-mail) of and an opportunity to review the applicable portion of such press release or other public disclosure prior to its release)filing.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following As soon as practicable after the date hereof and in any event within the time period required under the rules and regulations of this Agreementthe SEC, the Company Issuer shall issue a press release and file a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Agreement and the Additional Transaction Documents in the form required by the 1934 Exchange Act and attaching this Agreement and the material Additional Transaction Documents not previously filed as exhibits to such filing (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachmentscollectively, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to Except for the foregoing, neither the CompanyIssuer, its Subsidiaries any other Subject Company nor the Investor Note Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Issuer shall be entitled, without the prior approval of the InvestorNote Purchaser, to make any press release or other public disclosure with respect to such transactions transactions, (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor Note Purchaser shall be consulted by the Company Issuer in connection with any such press release or other public disclosure prior to its release). Except for the 8-K Filing, any registration statement required to be filed pursuant to the Registration Rights Agreement or as otherwise required by law, without the prior written consent of any applicable Note Purchaser, neither the Issuer nor any of its Subsidiaries or Affiliates shall disclose the name of the Note Purchaser 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 first fourth Business Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes Series F Warrant and the form of the Warrants) Registration Rights Agreement as exhibits to such filing (including all attachments, the “8-"8 K Filing”"). From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the any Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the such Investor. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor Company 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 the any Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is otherwise required by applicable law and regulations (provided that in the case of clause (i) the Investor C▇▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇ Management, LLC shall be consulted by the Company 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., New York City timeTime, on the first Business Day following the date of this AgreementMay 16, 2008, the Company shall issue a press release and file a Current Report on Form 8-K describing the Acquisition and the transactions contemplated by this Agreement and attaching the material documents related to the Acquisition required to be furnished therewith and the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act Transaction Documents and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security DocumentsIndenture, the form of the Notes Debentures and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachmentsexhibits, the “8-K Filing”). From and after the filing of the 8-K Filing with the SECCommission, the Investor no Purchaser shall not be in possession of any material, nonpublic information received from the 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, not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of the Investorsuch Purchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations including the NASDAQ Marketplace Rules (provided that in the case of clause (i) the Investor each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of 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, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day immediately following the date of this AgreementFirst Closing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement Agreement, the Warrants, the Certificate of Designations and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SECCommission, the Investor Purchaser shall not 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, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of the InvestorPurchaser. Subject to Neither the foregoing, neither the Company, its Subsidiaries Company nor the Investor Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the InvestorPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) above, the Investor Purchaser shall be consulted by the Company (although the consent of 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 first Business Day immediately following the date of this AgreementClosing 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 (i) 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 Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the 1934 Act Exchange Act, and attaching (ii) disclosing the material Transaction Documents not previously filed (includingCompany's investment in Araios, without limitation, this Agreement, the Security Documents, the form Inc. As of the Notes and the form time of the Warrants) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SECCommission, the Investor no Purchaser shall not 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, employees and agents, agents not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Company without the express written consent of the Investorsuch Purchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the NASDAQ National Market or NASDAQ Small Cap Market (provided that in the case of clause (i) the Investor above, each Purchaser shall be consulted notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Day following the date of this AgreementJanuary 19, 2007, 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 and the terms of the CompCare Transaction in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement, the Security Documents), the form of each of the Notes and Notes, the form of Warrant, the WarrantsRegistration Rights Agreement and the material documents relating to the CompCare Transaction) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

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

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 following the date of this Agreementthe Agreements, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security DocumentsAgreements (and all schedules to the Agreements), the form of the Notes Warrants and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, Buyers by the Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of the Investorsuch Buyer. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the Buyer.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report of Foreign Private Issuer on Form 86-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes Agreement and the form of each of the Convertible Notes and Warrants) (including all attachments, the “86-K Filing”). From and after the filing date of the 86-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to each Buyer by the Company, or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor each Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing date of the 86-K Filing with the SEC without the express prior written consent of the Investorsuch Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investoreach Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the 6-K Filing or any filing that incorporates language from the 6-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that, from and after the 6-K Filing, and except as set forth in Section 4(p), such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, stockholders or agents.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first third Business Day immediately following the effective date of this Agreement, the Company GrowLife shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (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. From and after As of the time of the filing of the 8-K Filing with the SECCommission, the Investor CANX shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries 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 Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor CANX with any material, nonpublic information regarding the Company or any of its Subsidiaries GrowLife from and after the filing of the 8-K Filing with the SEC GrowLife without the express written consent of the InvestorCANX. Subject to the foregoing, neither the Company, its Subsidiaries GrowLife nor the Investor 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 the InvestorCANX, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor above CANX shall be consulted notified by GrowLife (although the Company consent of 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 9:30 a.m., New York City time, on the 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 material terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the InvestorBuyer. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (A) the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the material or information included in the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations regulations, and (provided that in B) any Buyer may make any filings and disclosures required by applicable law, rule or regulation, including any filings and disclosures required under Section 13 or Section 16 of the case 1934 Act. Without the prior written consent of clause (i) the Investor shall be consulted by any applicable 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 other than in connection with any the Exchange Offer Registration Statement (as defined in the Indenture), as contemplated pursuant to Section 4.22 of the Indenture, or unless such press release disclosure is required by law, regulation or other public disclosure prior to its release)the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City time, on the first Business Day business day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Offering Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Offering Documents not previously filed (including, without limitation, this Subscription Agreement, the Security Documents, the form Certificate of the Notes Designations and the form forms of the WarrantsWarrant) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SECClosing, the Investor Company shall not be in possession of provide the Investor with any material, nonpublic information received from the 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, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to Neither the foregoing, neither the Company, its Subsidiaries Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is may be required by applicable law and regulations law, rule or regulation (provided that in the case of clause (i) the Investor (so long as such Investor has invested more than $850,000 pursuant to this Subscription Agreement) shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency or Amex, without the prior written consent of the Investor, except (i) for disclosure thereof which is required in the 8-K Filing or Registration Statement or (ii) as required by law or Amex regulations or any order of any court or other governmental agency, in which case the Company shall provide the Investor with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On At or before 8:30 a.m.a.m. (Eastern Time) on February 17, New York City time, on the first Business Day following the date of this Agreement2004, the Company shall issue a press release and file a Current Report on Form 8-K (the “Announcing Form 8-K”) with the SEC describing the terms of the transactions contemplated by this Agreement and the Third Party Transactions and including as exhibits to the Announcing Form 8-K this Agreement and any agreements entered into by the Company with respect to the Third Party Transactions (along with any other instruments that will define the rights of the Third Party Investors), if any such agreements have been executed, in the form required by the 1934 Act Act, and attaching neither the material Transaction Documents not previously filed (including, without limitation, Company nor the Investor shall issue any press release or any other public statement with respect to the transaction contemplated by this Agreement and the Purchase Agreement, or with respect to the Security DocumentsThird Party Transactions, the form prior to such filing of the Notes and the form of the Warrants) (including all attachments, the “Announcing 8-K Filing”). K. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby this Agreement and the Purchase Agreement or with respect to the Third Party Transactions or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations or as directed by the Principal Market (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).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the The Company shall issue file, in a press release and file timely manner, a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Offering Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Offering Documents not previously filed (including, without limitation, this Subscription Agreement, the Security Documents, the form Certificate of the Notes Designations and the form forms of the WarrantsWarrant) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SECClosing, the Investor Company shall not be in possession of provide the Investor with any material, nonpublic information received from the 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, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to Neither the foregoing, neither the Company, its Subsidiaries Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is may be required by applicable law and regulations (provided that law, rule or regulation. 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 case SEC or any regulatory agency, without the prior written consent of clause the Investor, except (i) for disclosure thereof which is required in the 8-K Filing or Registration Statement or (ii) as required by law or regulations or any order of any court or other governmental agency, in which case the Company shall provide the Investor shall be consulted by the Company in connection with any prior notice of such press release or other public disclosure prior to its release)disclosure.

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 first Business Day following fourth (4th) business day after the date of this Agreement, issue a press release (the “Press Release”) disclosing the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on the fourth (4th) business day after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after As of the filing of the 8-K Filing with Filing, to the SEC, the Investor shall not be in possession knowledge of any material, nonpublic information received from the Company, the Company shall have publicly disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing connection with the SEC without transactions contemplated by the express written consent of the InvestorTransaction Documents. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make 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 any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Buyer, except: (provided that a) as required by federal securities Law in the case of clause connection with (i) the Investor shall be consulted 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 in connection shall provide the Buyers with any prior notice of such press release or other public disclosure prior permitted under this clause (b). It is understood that, by execution of this Agreement, LSVM authorizes the Company to its release)publicly disclose LSVM’s identity as a Buyer hereunder.

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 date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”)) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Certificate of Designation, and the Registration Rights Agreement in the form required by the Exchange Act and reviewed by counsel to the Lead Investor (as defined in Section 3.13 hereto) and counsel to the Placement Agents. From and after As of the time of the filing of the 8-K Filing with the SECCommission, the Investor no Purchaser shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries 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, agents not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of the Investorsuch Purchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby except as may be reviewed and approved by the Company and counsel to the Lead Investor and counsel to the Placement Agents; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above, Purchaser and the Investor Placement Agents shall be consulted notified by the Company (although the consent of such Purchaser and the Placement Agents shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Trading Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documentsform of Warrant, the form of the Notes Registration Rights Agreement and the form of press release referred to below as exhibits to such filing (the Warrants) (including all attachments, the “"8-K Filing”"). From and after the filing of Upon the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries 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 of its Subsidiaries and its Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer; provided, however, that the Investor. Subject to foregoing obligation shall not apply in the foregoing, neither event that the Buyer requests such material nonpublic information from the Company, its Subsidiaries . Neither the Company nor the Investor any 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company 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 the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement, the Security Documents), the form of Certificate of Designations, the Notes form of Warrant, and the form of the WarrantsRegistration 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 SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of 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, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer or as may be required under the Investorterms of the Transaction Documents. If a Buyer has received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Certificate of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on or before the first fourth Business Day immediately following the date of on which this AgreementAgreement is executed and delivered by the parties hereto, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From The Company acknowledges and agrees that, from and after the filing of the 8-K Filing with the SECCommission, the Investor no Purchaser shall not 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, employees and agents, agents not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Purchaser. Neither the Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, entitled to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations (provided that in of the case of clause American Stock Exchange. Notwithstanding the foregoing, the Company (i) shall provide each Purchaser with a reasonable opportunity to review and comment on the Investor 8-K Filing, any press release related thereto and any other public disclosure related thereto prior to the filing or issuance thereof and (ii) except as required by applicable law shall be consulted by not use the Company name of any Purchaser in connection with any the 8-K Filing or such press release or other public disclosure without the prior to its release)written consent of such Purchaser.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K 8‑K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, Agreement and the form of the Notes and the form each of the Warrants) (including all attachments, the “8-K Form 8‑K Filing”). From and after the filing date of the 8-Form 8 K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to each Buyer by the Company, or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor each Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing date of the 8-Form 8 K Filing with the SEC without the express prior written consent of the Investorsuch Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investoreach Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-Form 8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8 K Filing or any filing that incorporates language from the Form 8 K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City timeTime, on the first Business Day following after the date of this Agreement, the Company shall issue a press release and (the “Press Release”) in the form attached hereto as Exhibit G. On or before 9:30 a.m., New York City Time, on the third Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes Warrant and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 82005 10-K Filing with the SECK, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, its Subsidiary or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, and shall cause each of its Subsidiaries and its Subsidiary and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the filing of the 8-K Filing with the SEC Press Release without the express written consent of the Investorsuch Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the certain terms of the transactions contemplated by this Agreement in the form required by the 1934 Act Transaction Documents and attaching the material certain Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes Agreement and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the material or information included in the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in regulations. Without the case prior written consent of clause (i) the Investor shall be consulted by 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 any the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, or unless such press release disclosure is required by law, regulation or other public disclosure prior to its release)the Principal Market.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, Certificate of Designation for the Series C Preferred Shares and the form of the Notes and the form each of the Warrants) (including all attachments, the “8-K Filing”). From and after the filing date of the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to Buyer by the Company, or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing date of the 8-K Filing with the SEC without the express prior written consent of the InvestorBuyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the InvestorBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of Buyer, the Company shall not (and shall cause each of its Affiliates to not) disclose the name of Buyer in any filing (other than the 8-K Filing or any filing that incorporates language from the 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that Buyer has not had, and Buyer shall not have (unless expressly agreed to by Buyer after the date hereof in a written definitive and binding agreement executed by the Company and Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, stockholders or agents.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes Agreement and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8"6-K Filing”"). From and after the filing of the 86-K Filing with the SEC, the Investor Buyer shall not be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the express written consent of the InvestorBuyer. Subject to If the foregoingBuyer has, neither or believes it has, received any such material, nonpublic information regarding the Company, its Subsidiaries it shall provide the Company with written notice thereof. The Company shall, within one (1) trading day of receipt of such notice, make public disclosure of such material, nonpublic information. Neither the Company nor the Investor Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the InvestorBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Buyer, neither the Company nor any affiliates shall disclose the name of the Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement, (as defined in the Registration Rights Agreement), as contemplated by 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 8:30 a.m., New York City time, on the first Business Day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after As of the time of the filing of the 8-K Filing with the SECCommission, the Investor no Purchaser shall not 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, employees and agents, agents not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Company without the express written consent of the Investorsuch Purchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the NASDAQ National Market or NASDAQ Small Cap Market (provided that in the case of clause (i) the Investor above, each Purchaser shall be consulted notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on or before the first third Business Day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From For purposes of this Agreement, a “Business Day” means any day except Saturday, Sunday and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries day which is a legal holiday or any of their respective officers, directors, employees or agents, that is not disclosed a day on which banking institutions in the 8-K FilingState 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, agents not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Purchaser. Neither the Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the InvestorPurchasers, 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, the Investor Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release).

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 date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SECCommission, the Investor Purchaser shall not 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, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of the InvestorPurchaser. Subject to Neither the foregoing, neither the Company, its Subsidiaries Company nor the Investor Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the InvestorPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) above, the Investor Purchaser shall be consulted by the Company (although the consent of 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 the first Business Day following the date of this AgreementDecember 22, 2003, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documentsform of Debenture, the form of the Notes Warrant and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after As of the filing of the 8-K Filing with the SEC, unless required pursuant to Section 3(i) of the Investor Registration Rights Agreement, no Buyer shall not be in possession of any material, nonpublic information received from the 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, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Day following the date of this AgreementJune 14, 2004, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Exchange Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes Note, and the form of the WarrantsRegistration 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 SEC, unless required pursuant to Section 3(i) of the Investor Registration Rights Agreement, no Buyer shall not be in possession of any material, nonpublic information received from the 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, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. Neither the Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and prior to or contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor Riverview Group, LLC, 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 8:30 a.m., New York City time, on the first third Business Day immediately following the effective date of this Agreement, the Company GrowLife shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (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. From and after As of the time of the filing of the 8-K Filing with the SECCommission, the Investor CANX shall not be in possession of any material, nonpublic information received from the Company, GrowLife or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company GrowLife shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor CANX with any material, nonpublic information regarding the Company or any of its Subsidiaries GrowLife from and after the filing of the 8-K Filing with the SEC GrowLife without the express written consent of the InvestorCANX. Subject to the foregoing, neither the Company, its Subsidiaries GrowLife nor the Investor 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 the InvestorCANX, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor above, CANX shall be consulted notified by GrowLife (although the Company consent of 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 At or before 8:30 a.m.a.m. (Eastern Time) on August 13, New York City time, on the first Business Day following the date of this Agreement2007, the Company shall issue a press release and file a Current Report on Form 8-K (the “Announcing Form 8-K”) with the SEC describing the terms of the transactions contemplated by this Agreement and including as an exhibit to the Announcing Form 8-K this Agreement, in the form required by the 1934 Act Act, and attaching neither the material Transaction Documents not previously filed (including, without limitation, Company nor the Investor shall issue any press release or any other public statement with respect to the transaction contemplated by this Agreement, the Security Documents, the form Agreement prior to such filing of the Notes and the form of the Warrants) (including all attachments, the “Announcing 8-K Filing”). K. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. Subject to the foregoingforegoing and except for the Announcing Form 8-K, neither the Company, its Subsidiaries Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby this Agreement or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations or as directed by the Principal Market (provided that that, in the any such 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). “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 or before 8:30 a.m.The Company shall, after 4:00 p.m., New York City time, and prior to 5:30 p.m., New York time, on the first (1st) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Exchange Documents in the form required by the 1934 Act (as defined in the Purchase Agreement) and attaching all the material Transaction Exchange Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes Agreement and the form of the WarrantsNote) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from delivered to the Company, Holder by the Company or any of its Subsidiaries subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents (if any) in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing connection with the SEC without transactions contemplated by the express written consent of the InvestorExchange Documents. Subject to the foregoing, neither Neither the Company, its Subsidiaries subsidiaries nor the Investor Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the InvestorHolder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Holder, the Company shall not (and shall cause each of its subsidiaries and affiliates to not) disclose the name of the Holder in any filing (other than the 8-K Filing), announcement, release or otherwise, except (a) as required by federal securities law in connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC (as defined in the Purchase Agreement) and (b) to the extent such disclosure is required by applicable law or market regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted hereunder. Without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Holder has not had, and shall not have (unless expressly agreed to by the Holder after the date hereof in a written definitive and binding agreement executed by the Company and the Holder), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of it subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the first (1st) trading day after the date of this Agreement, issue a press release (the “Press Release”) disclosing the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York City time, on the first (1st) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after As of the filing of the 8-K Filing with Filing, to the SEC, the Investor shall not be in possession knowledge of any material, nonpublic information received from the Company, the Company shall have publicly disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing connection with the SEC without transactions contemplated by the express written consent of the InvestorTransaction Documents. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make 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 any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Buyer, except: (provided that a) as required by federal securities Law in the case of clause connection with (i) the Investor shall be consulted 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 in connection shall provide the Buyers with any prior notice of such press release or other public disclosure prior to its releasepermitted under this clause (b).

Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City time, on the first Business Day fourth business day following closing of the date of this Agreementoffering, 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 Offering Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Offering Documents not previously filed (including, without limitation, this Subscription Agreement, the Security Documents, the form of the Notes Note and the form of the WarrantsWarrant) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. Subject to Neither the foregoing, neither the Company, its Subsidiaries Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is may be required by applicable law and regulations (provided that law, rule or regulation. 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 case SEC or any regulatory agency, without the prior written consent of clause the Investor, except (i) for disclosure thereof which is required in the 8-K Filing or Registration Statement or (ii) as required by law or Exchange regulations or any order of any court or other governmental agency, in which case the Company shall provide the Investor shall be consulted by the Company in connection with any prior notice of such press release or other public disclosure prior to its release)disclosure.