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

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated herebynot, and including the Transaction Documents as exhibits theretoshall cause each Subsidiary and each of its respective officers, within the time required by the 1934 Act. From directors, employees and after the filing of the Current Reportagents, the Company represents to the not to, provide any Investor that the Company shall have publicly disclosed all material, non-public with any material nonpublic information delivered to the Investor as of such time by regarding the Company or any Subsidiary from and after the Closing Date without the express written consent of such Investor. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or each of its Subsidiariesrespective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, such Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, each Subsidiary, or any each of their its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In additionsuch event, effective upon the filing such Investor shall provide a copy of the Current Report, such public disclosure to the Company acknowledges and agrees that at least one day prior to the dissemination of such disclosure to the public. No Investor shall have any and all confidentiality or similar obligations under any agreement, whether written or oral, between liability to the Company, any of its Subsidiaries Subsidiary, or any of its or their respective officers, directors, affiliatesemployees, employees stockholders or agentsagents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and neither the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with nor any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, issue any press release, Commission filing releases or any other public disclosure made by or on behalf of the Company relating statements with respect to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated therebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, prior to the issuancehowever, filing or public disclosure thereof, and that the Company shall not issuebe entitled, file without the prior approval of any Investor, to make any press release or publicly disclose any other public disclosure with respect to such information to which transactions in a Current Report on Form 8-K in compliance with the requirements of the Exchange Act, and as may otherwise be required by applicable law and regulations (provided that each Investor shall object. For the avoidance be provided a copy of doubt, any proposed press release to be issued by the Company shall not be required at least one day prior to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingits release).

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on or prior to the second first (1st) Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “"Current Report”") disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s 's sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s 's consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding the Note, any Common Shares or any other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on or prior to the second Trading third (3rd) Business Day immediately following the Initial Closing Date, issue a Report on Form 68-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor Buyer that the Company shall have publicly disclosed all material, non-public information delivered to the Investor Buyer as of such time by the Company or any of its Subsidiariessubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor Buyer or any of its affiliatesAffiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor Buyer with any material, non-public information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of the Investor Buyer (which may be granted or withheld in the InvestorBuyer’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor Buyer without the InvestorBuyer’s consent, the Company hereby covenants and agrees that the Investor Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(h) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Buyer) and the Company fails to cure such breach within three (3) Business Days after notification of such breach, in addition to any other remedy provided herein, if the Buyer is holding the Note or any Common Shares or any other securities of the Company at the time of the disclosure of material, non-public information, the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Buyer shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor Buyer and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor Buyer and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor Buyer or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the InvestorBuyer, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor Buyer shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on or prior to the second first (1st) Trading Day immediately following the Initial Closing Date, issue a Report on Form 6-K (the “"Current Report”") disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s 's sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s 's consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding the Note or any Common Shares or any other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (shall, on or before 5:30 p.m., New York City time) , on the second Trading first Business Day immediately following after the Closing Datedate of this Agreement, issue file a Current Report on Form 68-K (the “Current Report”) disclosing describing all the material terms of the transactions contemplated hereby, and including by the Transaction Documents as exhibits thereto, within in the time form required by the 1934 ActExchange Act and attaching all the material Transaction Documents, including this Agreement (the “8-K Filing”). Investor shall have a reasonable opportunity to review and comment on the 8-K Filing prior to the filing thereof and the Company shall include all comments reasonably requested by Investor. From and after the filing of the Current Report8-K Filing, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered (if any) provided to the Investor as of such time by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon Other than as contemplated by the filing of the Current ReportInvestor Rights Agreement, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries such Subsidiary from and after the date hereof 8-K Filing without the express prior written consent of Investor. The Company understands and confirms that Investor shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by Investor: (a) Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent does not have any obligation of confidentiality with respect to any information that the Company delivers provides to Investor, and (b) Investor shall not be deemed to be in breach of any material, duty to the Company or to have misappropriated any non-public information to of the Company, if Investor without engages in transactions of securities of the Investor’s consentCompany, including any hedging transactions, short sales or any derivative transactions based on securities of the Company hereby while in possession of such material non-public information. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any Subsidiary of the Company, or any of its or their respective officers, directors, employees and agrees that agents (as determined in the reasonable good faith judgment of Investor), in addition to any other remedy provided herein or in the Transaction Documents, Investor shall not have any duty the right to make a public disclosure, in the form of confidentiality with respect toa press release, public advertisement or a duty not to trade on the basis ofotherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall have no liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, Investor and the Company shall afford consult with each other before issuing, and give each other the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing release or any other public disclosure made by or on behalf of statements with respect to this Agreement and the Company relating to the Investor, its purchases hereunder or any aspect of the other Transaction Documents or the transactions contemplated hereby and thereby, and shall not issue any such press release or make any such public statement prior to the issuancesuch consultation, filing except as may be required by applicable Law, Order or public disclosure thereof, court process. Investor and the Company shall agree to the initial press release to be issued following execution of this Agreement (the “Initial Announcement”). Notwithstanding the foregoing, this Section 5.09 shall not issue, file apply to any press release or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, other public statement made by the Company shall not be required to submit for review any such disclosure contained in periodic reports filed or Investor which is consistent with the Commission under Initial Announcement and does not contain any information relating to the 1934 Act if it shall have transactions contemplated by the Transaction Documents that has not been previously provided announced or made public in accordance with the same disclosure for review in connection with a previous filingterms of this Agreement.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding any Common Shares or other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including forms of this Agreement and the Transaction Documents Note as exhibits thereto; provided, within however, that the time required by Holder’s name and contact information shall be redacted from such Current Report and all exhibits, schedules and attachments thereto, including, without limitation, the 1934 Actforms of this Agreement and the Note and the exhibits, schedules and attachments thereto. From and after the filing of the Current Report, the Company represents to the Investor Holder that the Company shall have publicly disclosed all material, non-public information delivered to the Investor Holder as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement and the Transaction DocumentsNote. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor Holder with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor Holder (which may be granted or withheld in the InvestorHolder’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor Holder without the InvestorHolder’s consent, the Company hereby covenants and agrees that the Investor Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4.5 by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Holder), in addition to any other remedy provided herein, if the Holder is holding any Common Stock or other securities of the Company at the time of the disclosure of material, non-public information, the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, and the Holder shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. Without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), the Company shall not disclose the name of the Investor in any press release, Commission filing or any other public disclosure made by or on behalf of the Company, including, without limitation, the Current Report and any exhibits thereto. The Company shall afford the Investor Holder and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor Holder and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor Holder or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder Holder or any aspect of this Agreement, the Transaction Documents Note, the Exchange or any of the other transactions contemplated hereby and thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not (i) issue, file or publicly disclose any such information to which the Investor Holder shall object. For object or (ii) disclose the avoidance name or contact information of doubtthe Holder in any press release, Commission filing (including the Current Report, or any amendment thereto, and all exhibits, schedules and attachments thereto, including, without limitation, the Company shall not be required to submit for review forms of this Agreement and the Note and the exhibits, schedules and attachments thereto) or any such other public disclosure contained made by or on behalf of the Company, including in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingany exhibits, schedules or attachments thereto.

Disclosure of Transactions and Other Material Information. The Company shall by or shall cause Parent to, on or before 9:00 a.m. (a.m., New York City time) , on the second Trading Business Day immediately following the Closing Datedate of this Agreement, issue one or more press releases and/or file with the Commission a Current Report on Form 68-K (collectively, the “Current ReportDisclosure Document”) disclosing the all material terms of the transactions contemplated hereby, hereby and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From Merger Agreement and after the filing of the Current Report, the Company represents to the Investor any other material nonpublic information that the Company shall have publicly disclosed all materialCompany, non-public information delivered to the Investor as of such time by the Company Parent or any of its Subsidiaries, or any of their respective officers, directors, employees employees, agents or agents any other person acting at the direction of the Company or Parent has provided to the Purchasers in connection with the transactions contemplated by this Agreement and by the Transaction DocumentsMerger Agreement prior to the filing of the Disclosure Document. To the extent any Purchaser is named therein, the Company shall provide the Purchasers with a reasonable opportunity to review and provide comments on the draft of such Disclosure Document. The Company represents and warrants that, from and after the issuance of the Disclosure Document, no Purchaser shall be in possession of any material, nonpublic information received from the Company, Parent or their respective officers, directors, employees, agents or other person acting at their direction. In addition, effective upon the issuance or filing of the Current ReportDisclosure Document, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreementagreement relating to the subject matter hereof, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates, employees or agents, including, without limitation, the Placement Agents, on the one hand, and the Investor any Purchaser or any of its their respective affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company understands and confirms that each of the Purchasers will rely on the foregoing representations in effecting transactions in securities of the Company. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents and Parent not to, provide publicly disclose the Investor with name of any material, non-public information regarding the Company Purchaser or any affiliate or investment adviser of its Subsidiaries from and after any Purchaser, or include the date hereof name of any Purchaser or any affiliate or investment adviser of any Purchaser without the express prior written consent (including by e-mail) of the Investor such Purchaser (which may be granted or withheld i) in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing marketing materials or any other public disclosure made by announcement, or on behalf of the Company relating to the Investor, its purchases hereunder or (ii) in any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed 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 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 Parent’s securities are listed for trading or (C) to the 1934 Act if it shall have extent such disclosure contains only information previously provided the same disclosure for review approved in connection accordance with a previous filingthis Section 5.02.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (On or before 8:30 a.m., New York City time) , on the second Trading first Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 68-K (describing the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including by the Transaction Documents as exhibits thereto, within in the time form required by the 1934 ActAct and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Note and the form of Warrant) as exhibits to such filing (such filing, including all such attachments, the “8-K Filing”). From and after the filing of the Current Report8-K Filing with the SEC, the Company represents to the Investor that the Company no Buyer shall have publicly disclosed all be in possession of any material, non-public nonpublic information delivered to the Investor as of such time by received from the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on that is not disclosed in the one hand8-K Filing; provided, and however, that the Investor or any mere possession of its affiliates, on such information by a director of the other hand, Company who is affiliated with a Buyer shall terminatenot be required to be disclosed in the 8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents agents, not to, provide the Investor any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express written consent of such Buyer. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that any applicable Buyer, neither the Company delivers nor any materialof its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, non-public information to the Investor without the Investor’s consentannouncement, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, release or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingotherwise.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including forms of this Agreement and the Transaction Documents Note as exhibits thereto; provided, within however, that the time required by Holder’s name and contact information shall be redacted from such Current Report and all exhibits, schedules and attachments thereto, including, without limitation, the 1934 Actforms of this Agreement and the Note and the exhibits, schedules and attachments thereto. From and after the filing of the Current Report, the Company represents to the Investor Holder that the Company shall have publicly disclosed all material, non-public information delivered to the Investor Holder as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement and the Transaction DocumentsNote. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor Holder with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor Holder (which may be granted or withheld in the InvestorHolder’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor Holder without the InvestorHolder’s consent, the Company hereby covenants and agrees that the Investor Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4.5 by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Holder), in addition to any other remedy provided herein, if the Holder is holding any Common Stock or other securities of the Company at the time of the disclosure of material, non-public information, the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, and the Holder shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor Holder and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor Holder and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor Holder or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder Holder or any aspect of this Agreement, the Transaction Documents Note, the Exchange or any of the other transactions contemplated hereby and thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not (i) issue, file or publicly disclose any such information to which the Investor Holder shall object. For object or (ii) disclose the avoidance name or contact information of doubtthe Holder in any press release, Commission filing (including the Current Report, or any amendment thereto, and all exhibits, schedules and attachments thereto, including, without limitation, the Company shall not be required to submit for review forms of this Agreement and the Note and the exhibits, schedules and attachments thereto) or any such other public disclosure contained made by or on behalf of the Company, including in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingany exhibits, schedules or attachments thereto.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on On the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms date of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Reportthis Agreement, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with issue a press release regarding the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, Prism Acquisition Transaction and the Investor or Owl Rock Transaction and any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding provided to any Buyer prior to such date (the Company or any of its Subsidiaries from “Disclosed Transactions”) and after no later than 5:30 p.m. New York City local time on the first business day following the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consentthis Agreement, the Company hereby covenants shall file a Current Report on Form 8-K, in each case, reasonably acceptable to the Buyers, describing the terms of the Disclosed Transactions in the form required by the 1934 Act and agrees that attaching the Investor Transaction Documents as exhibits to such filing (which shall not have any duty include schedules or exhibits not customarily filed with the SEC). In furtherance of confidentiality with respect tothe foregoing, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor provide each Buyer and its legal counsel with a reasonable opportunity to review and comment upon, shall consult upon drafts of all documents to be publicly disclosed or filed with the Investor Commission in connection with the Disclosed Transactions and its counsel on the form and substance of, and shall give due reasonable consideration to all such comments from comments. Notwithstanding anything in this Agreement to the Investor or its counsel oncontrary, any statement included in any Company press release, Commission public filing or any other public disclosure made by statement that is attributed to Buyer, Xxxxxx X. Xxxxxx or on behalf any of their Affiliates shall be subject to prior approval of Buyer or Xxxxxx X. Xxxxxx. From and after the issuance of such press release and Form 8-K, Buyer shall not be in possession of any material, non-public information received from the Company relating or any of its officers, directors, employees or agents, and Buyer shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company or any of its Affiliates with respect to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior Disclosed Transactions. Notwithstanding anything in this Agreement to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubtcontrary, the Company shall not be required to submit for review not, without the prior written consent of Buyer, publicly disclose the name of Buyer or any such disclosure contained of its Affiliates or advisors, or include the name of Buyer or any of its Affiliates or advisors (i) in periodic reports filed any press release or marketing materials or (ii) in any filings with the Commission under or any regulatory agency or trading market except (A) required by the 1934 Act if it shall have previously provided the same disclosure for review federal securities law in connection with a previous filingthe Registration Statement, and (B), to the extent such disclosure is required by Applicable Laws, at the request of the Staff of the Commission or regulatory agency or under regulations of the Principal Market or by any other Governmental Authority, in which case the Company shall provide Buyer with prior written notice of such disclosure and an opportunity to review as set forth in this Section 4(f).

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current ReportCompany's Form 10-Q for the quarter ending September 30, 2003 with the Company represents SEC, to the Investor that best of its knowledge, SF Capital, one of the Company Investors, shall have publicly disclosed all not be in possession of any material, non-public nonpublic information delivered to the Investor as of such time by received from the Company or any of its Subsidiariesrespective officers or directors that is not disclosed. The Company shall not, and shall cause each Subsidiary and each of its respective officers, directors, employees and agents, not to, provide any Investor with any material nonpublic information regarding the Company or any Subsidiary from and after the Closing Date without the express written consent of such Investor. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, an Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of their a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, each Subsidiary, or each of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In additionsuch event, effective upon the filing such Investor shall provide a copy of the Current Report, such public disclosure to the Company acknowledges and agrees that at or prior to the dissemination of such disclosure to the public. No Investor shall have any and all confidentiality or similar obligations under any agreement, whether written or oral, between liability to the Company, any of its Subsidiaries Subsidiary, or any of its or their respective officers, directors, affiliatesemployees, employees shareholders or agentsagents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and neither the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with nor any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, issue any press release, Commission filing releases or any other public disclosure made by or on behalf of the Company relating statements with respect to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated therebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed, prior to the issuanceprovided, filing or public disclosure thereofhowever, and that the Company shall not issuebe entitled, file without the prior approval of any Investor, to make any press release or publicly disclose any other public disclosure with respect to such information to which transactions (i) in a Current Report on Form 8-K in compliance with the requirements of the Exchange Act, and (ii) as may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Investor shall object. For the avoidance be provided a copy of doubt, any proposed press release to be issued by the Company shall not be required at least one day prior to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingits release).

Disclosure of Transactions and Other Material Information. The Company shall (a) by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the “Press Release”) and (b) issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding any Common Shares or other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. Without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), the Company shall not disclose the name of the Investor in any press release, Commission filing or any other public disclosure made by or on behalf of the Company, including, without limitation, the Current Report and any exhibits thereto. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall shall, by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing DateJuly 10, 2017, issue a Report on Form 6-K (the “"Current Report”") disclosing the material terms of the transactions contemplated hereby, and including the forms of the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s 's sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s 's consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding the Note, any Common Shares or any other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.