Common use of Disclosure of Transactions Clause in Contracts

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the Trading Day immediately following the date of this Agreement, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will file with the SEC a Current Report on Form 8-K attaching copies of the Transaction Documents (the “Form 8-K”). Upon the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documents, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliates, on the one hand, and any of the Investors or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers (i) in any press release, public announcement or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such Investor, except (a) as required by the federal securities law or (b) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Company will provide the Investor with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii).

Disclosure of Transactions. The Company shall, by 9:00 shall (i) or prior to 8:00 a.m., New York City Eastern time, on the Trading first (1st) Business Day immediately following after the date of this Agreement, hereof issue a press release disclosing all material describing the terms of transactions the Transactions contemplated by this Agreement the Transaction Agreements and the other Transaction Documents (the “Press Release”ii) and, by no later than 5:30 p.m. (New York City time) close of business on the fourth such Business Day following the date of this AgreementDay, the Company will file with the SEC a Current Report on Form 8-K attaching copies this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the terms of the transactions contemplated by the Transaction Documents (Agreements in the “form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Form 8-K”). Upon the issuance K. The Company shall use its commercially reasonable efforts to not, and to cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Press Release, no Investor shall be in possession of Company) with any material, non-public information received from regarding the Company or any of its officers, directors, Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or employees or agents, that is not disclosed in the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions as otherwise contemplated by the Transaction DocumentsAgreements, whether written provided, however, that such restriction shall not apply to the provision of such information to directors or oralofficers of the Company who are, between or who are affiliated with, a Purchaser, and the CompanyCompany makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, any the Company shall not, and shall cause each of its Subsidiaries or any and its and each of their respective officers, directors, affiliates, employees and agents, employees or affiliatesnot to, on provide any Purchaser with any earnings information that constitutes material, non-public information pursuant to the one handimmediately preceding sentence without the express written consent of such Purchaser. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of the Investors its Subsidiaries, or any of their respective respective, officers, directors, agentsaffiliates, employees or investment advisersagents with respect to, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement or a duty to the contraryCompany, the Company shall not publicly disclose the name of any Investor any of its affiliates or advisersSubsidiaries, or include the name of any Investor or any of its affiliates their respective, officers, directors, affiliates, employees or advisers (i) in any press releaseagents not to trade on the basis of, such material, non-public announcement or marketing materials without the prior written consent information. The Company understands and confirms that each of such Investor or Purchaser will rely (iiin their own discretion) on the foregoing in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such Investor, except (a) as required by the federal effecting transactions in securities law or (b) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Company will provide the Investor with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii)Company.

Disclosure of Transactions. The Company shall, by 9:00 On or before 8:30 a.m., New York City time, on the Trading Day second business day immediately following the date of this Agreement, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will shall file with the SEC a Current Report on Form 8-K attaching copies describing the terms of the transactions contemplated by the Transaction Documents and attaching this Agreement as an exhibit to such filing (including all exhibits, the “Form 8-KK Filing”). Upon From and after the issuance filing of the Press Release8-K Filing with the SEC, no Investor Holder shall be in possession of any material, non-public nonpublic information received from the Company Company, any of its Subsidiaries, or any of its respective officers, directors, or employees employees, or agents, that is not disclosed in the Press Release8-K Filing. In additionThe Company shall not, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and its and each of their respective officers, directors, employees, and agents, employees or affiliatesnot to, on provide the one handHolder with any material, and any of nonpublic information regarding the Investors 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 Holder. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, and agents, employees in addition to any other remedy provided herein or investment advisers, on in the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement to the contraryTransaction Documents, the Company Holder shall not publicly disclose have the name right to make a public disclosure, in the form of any Investor any of its affiliates or advisersa press release, public advertisement, or include otherwise, of such material, nonpublic information without the name of any Investor prior approval by the Company, its Subsidiaries, or any of its affiliates or advisers their respective officers, directors, employees, or agents. No Holder shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders, or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Holder, 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 Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release, public announcement or marketing materials without ). Without the prior written consent of such Investor the Holder, neither the Company nor any of its Subsidiaries or (ii) affiliates shall disclose the name of the Holder in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) filing, announcement, release, or any regulatory agency without the prior written consent of such Investorotherwise, except (a) as required by the federal securities law or (b) to the extent unless such disclosure is required by law, at the request of the staff of the SEC regulation, or regulatory agency or under the regulations of the NYSE, in which case the Company will provide the Investor with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii)The NASDAQ Global Select Market.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the Trading Day first (1st) business day immediately following the date of this Agreementhereof, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will file with the SEC a Current Report on Form 8-K attaching copies of the Transaction Documents (the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements (and including as exhibits to such Current Report on Form 8-K”K forms of the material Transaction Agreements (including, without limitation, this Agreement and the Registration Rights Agreement)) and the information set forth on Schedule I hereto. Upon the issuance filing of the Press ReleaseDisclosure Document, no Investor Purchaser shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press ReleaseDisclosure Document unless otherwise specifically agreed in writing by such Purchaser. In addition, effective upon the issuance filing of the Press ReleaseDisclosure Document, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction DocumentsAgreements, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, agents, employees or affiliates, on the one hand, and any of the Investors Purchasers or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such InvestorPurchaser. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor Purchaser or any of its affiliates or advisers, or include the name of any Investor Purchaser or any of its affiliates or advisers (i) in any press release, public announcement release or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency agency, without the prior written consent of such InvestorPurchaser, except (ai) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, or (bii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSENasdaq Global Select Market, in which case the Company will provide the Investor Purchaser with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii).

Disclosure of Transactions. The Company shall, by 9:00 shall (i) or prior to 8:00 a.m., New York City Eastern time, on the Trading first (1st) Business Day immediately following after the date of this Agreement, hereof issue a press release disclosing all material describing the terms of transactions the Transactions contemplated by this Agreement the Transaction Agreements and the other Transaction Documents (the “Press Release”ii) and, by no later than 5:30 p.m. (New York City time) close of business on the fourth such Business Day following the date of this AgreementDay, the Company will file with the SEC a Current Report on Form 8-K attaching copies this Agreement, the Certificate of Designation and the form of the Warrants as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the terms of the transactions contemplated by the Transaction Documents (Agreements in the “form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Form 8-K”). Upon the issuance K. The Company shall use its commercially reasonable efforts to not, and to cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Press Release, no Investor shall be in possession of Company) with any material, non-public information received from regarding the Company or any of its officers, directors, Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or employees or agents, that is not disclosed in the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions as otherwise contemplated by the Transaction DocumentsAgreements, whether written provided, however, that such restriction shall not apply to the provision of such information to directors or oralofficers of the Company who are, between or who are affiliated with, a Purchaser, and the CompanyCompany makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, any the Company shall not, and shall cause each of its Subsidiaries or any and its and each of their respective officers, directors, affiliates, employees and agents, employees or affiliatesnot to, on provide any Purchaser with any earnings information that constitutes material, non-public information pursuant to the one handimmediately preceding sentence without the express written consent of such Purchaser. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of the Investors its Subsidiaries, or any of their respective respective, officers, directors, agentsaffiliates, employees or investment advisersagents with respect to, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement or a duty to the contraryCompany, the Company shall not publicly disclose the name of any Investor any of its affiliates or advisersSubsidiaries, or include the name of any Investor or any of its affiliates their respective, officers, directors, affiliates, employees or advisers (i) in any press releaseagents not to trade on the basis of, such material, non-public announcement or marketing materials without the prior written consent information. The Company understands and confirms that each of such Investor or Purchaser will rely (iiin their own discretion) on the foregoing in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such Investor, except (a) as required by the federal effecting transactions in securities law or (b) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Company will provide the Investor with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii)Company.

Disclosure of Transactions. The Company shall, by shall (a) no later than 9:00 a.m., New York City time, on the Trading first (1st) Business Day immediately following after the date of this AgreementInitial Closing Date, issue a press release disclosing all material publicly disclose the terms of the transactions contemplated by this Agreement the Transaction Documents, and the other Transaction Documents (the “Press Release”b) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will file with the SEC a Current Report on Form 8-K attaching copies of K, including the required Transaction Documents (as exhibits thereto, with the “Form 8-K”)SEC within the time required by the Exchange Act. Upon From and after the issuance of such public disclosure of the Press Releaseterms of the transaction, no Investor the Company represents to the Investors who are not director or officers of the Company that the Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to any of the Investors who are not director or officers of the Company by the Company or any of its Subsidiaries, or any of their respective officers, directors, or employees or agents, that is not disclosed in the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, whether 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. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Investor that is not a director, officer or employee of the Company (or is not an affiliate of any director, officer or employee of the Company) with any material, nonpublic information regarding the Company or any of its Subsidiaries in respect of the offering of the Securities from and after the date hereof without the express prior written consent of such Investor. If an Investor has, or oralbelieves it has, between received any such material, nonpublic information regarding the Company or any of its Subsidiaries in respect of the offering of the Securities from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, employees it may provide the Company with written notice thereof. The Company shall, within two (2) full Trading Days of receipt of such notice, unless the Company reasonably objects to such information being material, nonpublic information of the Company or any of its Subsidiaries, make public disclosure of such material, nonpublic information. No Investor shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, on stockholders or agents for any such disclosure. To the one handextent that the Company delivers any material, nonpublic information to an Investor in respect of the offering of the Securities without such Investor’s consent at any time that Investor is not a director, officer or employee of the Company (or is not an affiliate of any director, officer or employee of the Company), the Company hereby covenants and agrees that such Investor shall not have any duty of confidentiality to the Company, any of the Investors its Subsidiaries or any of their respective officers, directors, agentsemployees, employees affiliates or investment advisersagent with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent not to trade on the other handbasis of, shall terminate unless otherwise specifically agreed in writing by such Investormaterial, nonpublic information. Notwithstanding anything in this Agreement to the contraryforegoing, the Company shall not publicly disclose the name of any Investor any of its affiliates or advisersInvestor, or include the name of any Investor or any of its affiliates or advisers (i) in any press release, public announcement or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency or Trading Market, without the prior written consent of such Investor, except except: (a) as required by the federal securities law or in connection with the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by law, at the request of the staff of the SEC law or regulatory agency or under the regulations of the NYSETrading Market regulations, in which case the Company will shall provide the Investor with prior written notice (including by e-mail) of and an opportunity to review such disclosure permitted under this clause (iib).

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the Trading Day first (1st) business day immediately following the date of this Agreementhereof, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will file with the SEC a Current Report on Form 8-K attaching copies of the Transaction Documents (the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the other Transaction Agreements (and including as exhibits to such Current Report on Form 8-K”K the material Transaction Agreements (including, without limitation, this Agreement, the form-of Pre-Funded Warrant and the Registration Rights Agreement)). Upon the issuance of the Press ReleaseDisclosure Document, to the knowledge of the Company, no Investor Purchaser shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documents, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliates, on the one hand, and any of the Investors or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate Disclosure Document unless otherwise specifically agreed in writing by such InvestorPurchaser. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor Purchaser or any of its affiliates or advisers, or include the name of any Investor Purchaser or any of its affiliates or advisers (i) in any press release, public announcement release or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency agency, without the prior written consent of such InvestorPurchaser, except (ai) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, or (bii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSENasdaq Capital Market, in which case the Company will provide the Investor Purchaser with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii).

Disclosure of Transactions. The Company shall, (i) if this Agreement is signed on a day that is not a business day or before midnight (New York City time) on any business day, by 9:00 a.m., New York City time, on the Trading Day first (1st) business day immediately following the date of this Agreement, issue a press release disclosing all material terms of transactions contemplated by hereof and (ii) if this Agreement is signed between midnight (New York City time) and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. 9:00 a.m. (New York City time) on the fourth Business Day following any business day, no later than 9:29 a.m. (New York City time), on the date of this Agreementhereof, unless otherwise instructed as to an earlier time by the Company will Placement Agents, file with the SEC a Current Report on Form 8-K attaching copies of the Transaction Documents (the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the other Transaction Agreements (and including as exhibits to such Current Report on Form 8-K”K the material Transaction Agreements (including, without limitation, this Agreement and the Registration Rights Agreement)) and all other material non-public information provided to the Purchasers, including any subsequent event that is required to be disclosed by the Company under applicable securities laws as of the time referenced in clauses (i) or (ii) above, as applicable. Upon the issuance of the Press ReleaseDisclosure Document, the Company covenants to the Purchasers that no Investor Purchaser shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press Release. In additionDisclosure Document except in the case of information that may have been provided pursuant to any confidentiality agreement between the Company and a Purchaser, effective upon provided that to the issuance extent that such information constitutes material non-public information of the Press ReleaseCompany, the Company acknowledges covenants and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection to publicly release such information simultaneously with the transactions contemplated by the Transaction DocumentsDisclosure Document, whether written or oral, between upon which time such Purchaser shall no longer be in possession of any material non-public information of the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliates, on the one hand, and any of the Investors or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor Purchaser or any of its affiliates or advisers, or include the name of any Investor Purchaser or any of its affiliates or advisers (i) in any press release, public announcement release or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency agency, without the prior written consent of such InvestorPurchaser, except (ai) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, or (bii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSENasdaq Market, in which case the Company will provide the Investor Purchaser with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii).

Disclosure of Transactions. The Company shall, by 9:00 a.m.On or before 5:30 p.m., New York City time, on the Trading Day immediately following the date of this Agreement, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will shall issue a press release and promptly thereafter file with the SEC a Current Report on Form 8-K attaching copies describing the terms of the Transaction Documents transactions contemplated by this Agreement and the Distribution and Supply Agreement in the form required by the 1934 Act (including all attachments, the “8-K Filing”); provided that the Company and the Subscriber will reasonably cooperate with each other regarding the preparation of the press release and the 8-K Filing, the press release and the 8-K Filing shall be in a form that is mutually agreed upon by the Company and the Subscriber and in no event shall the Distribution and Supply Agreement be filed as an exhibit to the 8-K Filing. The Company shall seek a confidential treatment request (“CTR”) with the SEC in connection with filing the Distribution and Supply Agreement as an exhibit (the “Exhibit Filing”) to the Company’s annual report on Form 810-KK for the period as of and ending on March 31, 2015 (or, in the event the Company files a new registration statement or a post-effective amendment to an existing registration statement prior to the filing of such annual report, as an exhibit to such registration statement or amendment) and the Company and the Subscriber will reasonably cooperate with each other regarding the redaction of confidential and sensitive information (“CTR Information”). Upon the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received ) from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges Distribution and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into Supply Agreement in connection with the transactions contemplated CTR and such redactions will be mutually agreed upon by the Transaction DocumentsCompany and the Subscriber before filing the Distribution and Supply Agreement as an exhibit filing; provided, whether written however, that the Company at all times reserves the right to withdraw an outstanding CTR in respect of any CTR Information, and to make a corresponding amendment to the Exhibit Filing to include disclosure of such CTR Information, without the Subscriber’s consent, for purposes of complying with any instructions, orders or oral, between directives received from the SEC compelling such CTR Information to be disclosed in the Exhibit Filing. Neither the Company, any of its Subsidiaries nor the Subscriber shall issue any press releases or any of their respective officers, directors, agents, employees or affiliates, on the one hand, and any of the Investors or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement public statements with respect to the contrarytransactions contemplated hereby; provided, however, that the Company shall not publicly disclose be entitled, without the name prior approval of the Subscriber, to make any Investor any of its affiliates press release or advisers, or include the name of any Investor or any of its affiliates or advisers other public disclosure with respect to such transactions (i) in any press release, public announcement or marketing materials without substantial conformity with the prior written consent of such Investor or 8-K Filing and contemporaneously therewith and (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such Investor, except (a) as required by the federal securities law or (b) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Company will provide the Investor with prior written notice (including by e-mail) of applicable law and an opportunity to review such disclosure under this clause (ii)regulations.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on or prior to the Trading Day fourth (4th) business day immediately following the date of this Agreementhereof, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will file with the SEC a Current Report on Form 8-K attaching copies of the Transaction Documents (the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the other Transaction Agreements (and including as exhibits to such Current Report on Form 8-K”K the material Transaction Agreements (including, without limitation, this Agreement, the form-of Pre-Funded Warrant and the Registration Rights Agreement)). Upon the issuance filing of the Press ReleaseDisclosure Document, to the knowledge of the Company, no Investor Purchaser shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press ReleaseDisclosure Document unless otherwise specifically agreed in writing by such Purchaser. In addition, effective upon the issuance filing of the Press ReleaseDisclosure Document, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction DocumentsAgreements, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, agents, employees or affiliates, on the one hand, and any of the Investors Purchasers or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such InvestorPurchaser. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor Purchaser or any of its affiliates or advisers, or include the name of any Investor Purchaser or any of its affiliates or advisers (i) in any press release, public announcement release or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency agency, without the prior written consent of such InvestorPurchaser, except (ai) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, or (bii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSENasdaq Capital Market, in which case the Company will provide the Investor Purchaser with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii).

Disclosure of Transactions. The Company shall, by 9:00 on or before 8:30 a.m., New York City time, on the Trading first Business Day immediately following after the date of this Agreement, issue a press release reasonably acceptable to the Initial Investors disclosing all the material terms of the transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) andDocuments. On or before 4:30 p.m., by no later than 5:30 p.m. (New York City time) , on the fourth second Business Day following the date of this Agreement, the Company will shall file with the SEC a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching copies of the Transaction Documents (the “Form Initial 8-KK Filing”). Upon the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the The Company or confirms that neither it nor any of its Subsidiaries or their respective officers, directors, or employees or agents, that is not disclosed in has provided the Press Release. In additionInitial Investors with material nonpublic information, effective upon other than the issuance terms of the Press ReleaseSecurities and the existence and terms of the transactions contemplated by the Transaction Documents. From and after the filing of the Company’s Form 10-K for the fiscal year ended July 1, 2006, the Company acknowledges and agrees that it shall have disclosed any and all confidentiality or similar obligations under this Agreementmaterial, or an agreement entered into in connection with nonpublic information delivered to any of the transactions contemplated Investors by the Transaction Documents, whether written Company or oral, between the Company, any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, on agents (if any) prior to the one handfiling of the Initial 8-K Filing. The Company shall not, and any shall cause each of the Investors or any its Subsidiaries and its and each of their respective officers, directors, employees and agents, employees or investment advisersnot to, on the other handprovide any Investor with any material, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement to the contrary, nonpublic information regarding the Company shall not publicly disclose the name of any Investor any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers (i) in any press release, public announcement or marketing materials Subsidiaries from and after the issuance of the Initial 8-K Filing without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the express prior written consent of such Investor. On or before 4:30 p.m., except New York City time, on the second Business Day following the Additional Closing, the Company shall file a Current Report on Form 8-K describing all the material terms of such Additional Closing (athe “Additional 8-K Filing” and together with the Initial 8-K Filing, the “8-K Filings”). Subject to the foregoing, neither the Company, its Subsidiaries nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filings and (ii) as required by the federal securities law or (b) to the extent such disclosure is required by law, at applicable law and regulations (provided that in the request case of clause (i) each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release if it is materially inconsistent with the description of the staff transactions so described in such 8-K Filings). Without the prior written consent of the SEC or regulatory agency or under the regulations of the NYSEany applicable Investor, in which case neither the Company will provide nor any of its Subsidiaries shall disclose the name of such Investor with prior written notice (including in any filing, announcement, release or otherwise, except as may be required by e-mail) of applicable law and an opportunity to review such disclosure under this clause (ii)regulations.

Disclosure of Transactions. The Company shall, by 9:00 on or before 8:30 a.m., New York City time, on the Trading first Business Day immediately following after the date of this Agreement, issue a press release reasonably acceptable to the Investors disclosing all the material terms of the transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) andDocuments. On or before 4:30 p.m., by no later than 5:30 p.m. (New York City time) , on the fourth second Business Day following the date of this Agreement, the Company will shall file with the SEC a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching copies of the Transaction Documents (the “Form 8-KK Filing”). Upon the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the The Company or confirms that neither it nor any of its Subsidiaries or their respective officers, directors, or employees or agents, that is not disclosed in has provided the Press Release. In additionInvestors with material nonpublic information, effective upon other than the issuance terms of the Press Release, Securities and the Company acknowledges existence and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with terms of the transactions contemplated by the Transaction Documents. The Company shall not, whether written or oral, between the Company, any and shall cause each of its Subsidiaries or any and its and each of their respective officers, directors, employees and agents, employees or affiliatesnot to, on the one handprovide any Investor with any material, and any of the Investors or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement to the contrary, nonpublic information regarding the Company shall not publicly disclose the name of any Investor any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers (i) in any press release, public announcement or marketing materials Subsidiaries from and after the issuance of the 8-K Filing without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the express prior written consent of such Investor. Subject to the foregoing, except neither the Company, its Subsidiaries nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Investor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and (ii) as required by the federal securities law or (b) to the extent such disclosure is required by law, at applicable law and regulations (provided that in the request case of clause (i) each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release if it is materially inconsistent with the description of the staff transactions so described in such 8-K Filing). Without the prior written consent of the SEC or regulatory agency or under the regulations of the NYSEany applicable Investor, in which case neither the Company will provide nor any of its Subsidiaries shall disclose the name of such Investor with prior written notice (including in any filing, announcement, release or otherwise, except as may be required by e-mail) of applicable law and an opportunity to review such disclosure under this clause (ii)regulations.

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m.5:30 p.m., New York City time, on the Trading first (1st) Business Day immediately following the date of this Agreementhereof, issue a press release file with the SEC one or more Current Reports on Form 8-K (including all exhibits thereto, the “Disclosure Documents” and such date, the “Disclosure Date”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Documents Agreements as exhibits to such Disclosure Documents, and (the “Press Release”ii) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, all material non-public information concerning the Company will file with disclosed to the SEC a Current Report on Form 8-K attaching copies of Investors. Following the Transaction Documents (the “Form 8-K”). Upon the issuance of the Press ReleaseDisclosure Date, no Investor shall be in possession of any material, material non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documents, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, agents, employees or affiliates, on the one hand, and any of the Investors or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor or any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers (i) in any press release, public announcement release or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency agency, without the prior written consent of such Investor, except (ai) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement, (B) the filing of final Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authorities or (bC) a Current Report on Form 8-K disclosing the transactions contemplated hereby, or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSENasdaq Global Market. For the avoidance of doubt, in which case the Investors acknowledge that the Company will provide file a Current Report on Form 8-K which will name the Investor with prior written notice (including by e-mail) Investors, specify the number of shares purchased and the price per share, and will include copies of the Transaction Agreements as an opportunity exhibit to review such disclosure under this clause (ii)filing.

Disclosure of Transactions. The Company shall, by 9:00 on or before 8:30 a.m., New York City time, on the Trading first Business Day immediately following after the date of this Agreement, issue a press release reasonably acceptable to the Investors disclosing all the material terms of the transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) andDocuments. On or before 4:30 p.m., by no later than 5:30 p.m. (New York City time) , on the fourth second Business Day following the date of this Agreement, the Company will shall file with the SEC a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching copies of the Transaction Documents (the “Form 8-KK Filing”). Upon the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the The Company or confirms that neither it nor any of its Subsidiaries or their respective officers, directors, or employees or agents, that is not disclosed in has provided the Press Release. In additionInvestors with material nonpublic information, effective upon other than the issuance terms of the Press Release, Securities and the Company acknowledges existence and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with terms of the transactions contemplated by the Transaction Documents. The Company shall not, whether written or oral, between the Company, any and shall cause each of its Subsidiaries or any and its and each of their respective officers, directors, employees and agents, employees or affiliatesnot to, on the one handprovide any Investor with any material, and any of the Investors or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement to the contrary, nonpublic information regarding the Company shall not publicly disclose the name of any Investor any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers (i) in any press release, public announcement or marketing materials Subsidiaries from and after the issuance of the 8-K Filing without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the express prior written consent of such Investor. Subject to the foregoing, except neither the Company, its Subsidiaries nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Investor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and (ii) as required by the federal securities law or (b) to the extent such disclosure is required by law, at applicable law and regulations (provided that in the request case of clause (i) each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release if it is materially inconsistent with the description of the staff transactions so described in such 8-K Filing). Without the prior written consent of the SEC or regulatory agency or under the regulations of the NYSEany applicable Investor, in which case neither the Company will provide nor any of its Subsidiaries shall disclose the name of such Investor with prior written notice (including in any filing, announcement, release or otherwise, except as may be required by e-mail) of applicable law and an opportunity to review such disclosure under this clause (ii).regulations. 6.12

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the Trading Day first (1st) business day immediately following the date of this Agreementhereof, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will file with the SEC a Current Report on Form 8-K attaching copies of the Transaction Documents (the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements (and including as exhibits to such Current Report on Form 8-K”K the material Transaction Agreements (including, without limitation, this Agreement and the Registration Rights Agreement). Upon the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press Release). In addition, effective upon the issuance of the Press ReleaseDisclosure Document, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction DocumentsAgreements, whether written or oral, between the Company, Company or any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliatesAffiliates, on the one hand, and any of the Investors Purchasers or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such InvestorPurchaser. Prior to public issuance thereof, the Company shall provide the Purchasers with a reasonable opportunity to review and comment upon the Disclosure Document and any press release announcing the transactions contemplated herein. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor Purchaser or any of its affiliates Affiliates or advisers, or include the name of any Investor Purchaser or any of its affiliates Affiliates or advisers (i) in any press release, public announcement release or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency agency, without the prior written consent of such InvestorPurchaser, except (ai) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, or (bii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSEapplicable National Exchange, in which case the Company will provide the Investor Purchaser with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii).

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on Holder agrees not to enter into any transaction with respect to the Trading Day immediately following Company’s Common Stock from the date of this Agreement, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following until the date of this Agreement, the Company will file with the SEC Company’s filing of a Current Report on Form 8-K disclosing all the material terms contemplated by this Agreement and attaching copies of the Transaction Documents this Agreement as an exhibit to such filing (including all exhibits thereto, the “Announcement Form 8-K”). Upon The Company shall file the issuance Announcement Form 8-K on or prior to 5:30 p.m. New York City time on October 10, 2016. Immediately following the filing of the Press ReleaseAnnouncement Form 8-K, no Investor the Holder shall not be in possession of any material, non-public information of the Company (“MNPI”) received from the Company Company, any of its subsidiaries or any of its respective officers, directors, or employees employees, affiliates or agents, that is not disclosed in the Press Release. Announcement Form 8-K. In addition, effective upon the issuance filing of the Press ReleaseAnnouncement Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documentsany agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, agentsaffiliates, employees or affiliatesagents, on the one hand, and the Holder or any of their affiliates, on the Investors other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent the Company is required to deliver a notice containing MNPI to the Holder pursuant to any agreement, the Company shall request from the Holder whether it wishes to receive such notice containing MNPI without identifying such MNPI (and the Company shall be deemed to have provided such notice on the date such request is delivered) and the Company shall only proceed to (and will only be required to) deliver such notice containing MNPI to the Holder if the Holder consents in writing to receive such notice containing MNPI. If the Holder does not consent in writing to receive such notice, the Holder will be deemed to have waived its right to such notice. To the extent that the Company delivers any MNPI to the Holder without its express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, agentsemployees, employees affiliates or investment advisersagents with respect to, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement or a duty to the contraryCompany, the Company shall not publicly disclose the name of any Investor any of its affiliates or advisers, or include the name of any Investor subsidiaries or any of its their respective officers, directors, employees, affiliates or advisers (i) agents not to trade on the basis of, such MNPI. The Company understands and confirms that the Holder will rely on the foregoing representations in any press release, public announcement or marketing materials without the prior written consent of such Investor or (ii) effecting transactions in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such Investor, except (a) as required by the federal securities law or (b) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Company will provide the Investor with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii)Company.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on Holder agrees not to enter into any transaction with respect to the Trading Day immediately following Company’s Common Stock from the date of this Agreement, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following until the date of this Agreement, the Company will file with the SEC Company’s filing of a Current Report on Form 8-K disclosing all the material terms contemplated by this Agreement and attaching copies of the Transaction Documents this Agreement as an exhibit to such filing (including all exhibits thereto, the “Announcement Form 8-K”). Upon The Company shall file the issuance Announcement Form 8-K on or prior to 5:30 p.m. New York City time on May 8, 2017. Immediately following the filing of the Press ReleaseAnnouncement Form 8-K, no Investor the Holder shall not be in possession of any material, non-public information of the Company ("MNPI") received from the Company Company, any of its subsidiaries or any of its respective officers, directors, or employees employees, affiliates or agents, that is not disclosed in the Press Release. Announcement Form 8-K. In addition, effective upon the issuance filing of the Press ReleaseAnnouncement Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documentsany agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, agentsaffiliates, employees or affiliatesagents, on the one hand, and the Holder or any of their affiliates, on the Investors other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent the Company is required to deliver a notice containing MNPI to the Holder pursuant to any agreement, the Company shall request from the Holder whether it wishes to receive such notice containing MNPI without identifying such MNPI (and the Company shall be deemed to have provided such notice on the date such request is delivered) and the Company shall only proceed to (and will only be required to) deliver such notice containing MNPI to the Holder if the Holder consents in writing to receive such notice containing MNPI. If the Holder does not consent in writing to receive such notice, the Holder will be deemed to have waived its right to such notice. To the extent that the Company delivers any MNPI to the Holder without its express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, agentsemployees, employees affiliates or investment advisersagents with respect to, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement or a duty to the contraryCompany, the Company shall not publicly disclose the name of any Investor any of its affiliates or advisers, or include the name of any Investor subsidiaries or any of its their respective officers, directors, employees, affiliates or advisers (i) agents not to trade on the basis of, such MNPI. The Company understands and confirms that the Holder will rely on the foregoing representations in any press release, public announcement or marketing materials without the prior written consent of such Investor or (ii) effecting transactions in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such Investor, except (a) as required by the federal securities law or (b) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Company will provide the Investor with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii)Company.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on Holder agrees not to enter into any transaction with respect to the Trading Day immediately following Company’s Common Stock from the date of this Agreement, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following until the date of this Agreement, the Company will file with the SEC Company’s filing of a Current Report on Form 8-K disclosing all the material terms contemplated by this Agreement and attaching copies of the Transaction Documents this Agreement as an exhibit to such filing (including all exhibits thereto, the “Announcement Form 8-K”). Upon The Company shall file the issuance Announcement Form 8-K on or prior to 5:30 p.m. New York City time on October 10, 2016. Immediately following the filing of the Press ReleaseAnnouncement Form 8-K, no Investor the Holder shall not be in possession of any material, non-public information of the Company ("MNPI") received from the Company Company, any of its subsidiaries or any of its respective officers, directors, or employees employees, affiliates or agents, that is not disclosed in the Press Release. Announcement Form 8-K. In addition, effective upon the issuance filing of the Press ReleaseAnnouncement Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documentsany agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, agentsaffiliates, employees or affiliatesagents, on the one hand, and the Holder or any of their affiliates, on the Investors other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent the Company is required to deliver a notice containing MNPI to the Holder pursuant to any agreement, the Company shall request from the Holder whether it wishes to receive such notice containing MNPI without identifying such MNPI (and the Company shall be deemed to have provided such notice on the date such request is delivered) and the Company shall only proceed to (and will only be required to) deliver such notice containing MNPI to the Holder if the Holder consents in writing to receive such notice containing MNPI. If the Holder does not consent in writing to receive such notice, the Holder will be deemed to have waived its right to such notice. To the extent that the Company delivers any MNPI to the Holder without its express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, agentsemployees, employees affiliates or investment advisersagents with respect to, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement or a duty to the contraryCompany, the Company shall not publicly disclose the name of any Investor any of its affiliates or advisers, or include the name of any Investor subsidiaries or any of its their respective officers, directors, employees, affiliates or advisers (i) agents not to trade on the basis of, such MNPI. The Company understands and confirms that the Holder will rely on the foregoing representations in any press release, public announcement or marketing materials without the prior written consent of such Investor or (ii) effecting transactions in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such Investor, except (a) as required by the federal securities law or (b) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Company will provide the Investor with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii)Company.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the Trading Day first (1st) business day immediately following the date of this Agreementhereof, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will file with the SEC a Current Report on Form 8-K attaching copies of the Transaction Documents (the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the other Transaction Agreements (and including as exhibits to such Current Report on Form 8-K”K the material Transaction Agreements (including, without limitation, this Agreement and the Registration Rights Agreement)). Upon the issuance of the Press ReleaseDisclosure Document, to the knowledge of the Company, no Investor Purchaser shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press ReleaseDisclosure Document unless otherwise specifically agreed in writing by such Purchaser. In addition, effective upon the issuance of the Press ReleaseDisclosure Document, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction DocumentsAgreements, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, agents, employees or affiliates, on the one hand, and any of the Investors Purchasers or any of their respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such InvestorPurchaser. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor Purchaser or any of its affiliates or advisers, or include the name of any Investor Purchaser or any of its affiliates or advisers (i) in any press release, public announcement release or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency agency, without the prior written consent of such InvestorPurchaser, except (ai) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, or (bii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSENasdaq Global Select Market, in which case the Company will provide the Investor Purchaser with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii).

Disclosure of Transactions. The Except as may be mutually agreed between the Lead Investor and the Company, the Company shall, by shall (i) no later than 9:00 a.m., New York City time, on the Trading first Business Day immediately following after the date of this AgreementClosing Date, issue a press release disclosing all material release, in the form attached hereto as Exhibit D, describing the terms of the transactions contemplated by this Agreement and the other Transaction Documents and (the “Press Release”ii) andon or before 4:30 p.m., by no later than 5:30 p.m. (New York City time) , on the fourth Business Day following the date of this AgreementClosing Date, the Company will file with the SEC a Current Report on Form 8-K attaching copies reasonably acceptable to the Lead Investor describing the terms of the transactions contemplated by the Transaction Documents (the “Form 8-K”). Upon the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press Release. In addition, effective upon form required by the issuance of the Press Release, the Company acknowledges 1934 Act and agrees that any and all confidentiality or similar obligations under attaching this Agreement, the form of the Certificate of Designation and the Registration Rights Agreement as exhibits to such filing (which shall not include schedules or an agreement exhibits not customarily filed with the SEC). Subject to non-disclosure agreements that are in effect as of the date hereof, entered into by each of the Buyers in connection with the transactions contemplated by in the Transaction Documents, whether written or oral(i) the Company shall use its commercially reasonably efforts to not, between the Company, any and to cause each of its Subsidiaries or any and its and each of their respective officers, directors, affiliates, employees and agents, employees or affiliatesnot to, provide any Buyer that at the applicable time of determination does not have an affiliate who serves on the one handBoard, and with any of the Investors or any of their respective officersmaterial, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement to the contrary, nonpublic information regarding the Company shall not publicly disclose the name of any Investor any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers (i) in any press release, public announcement or marketing materials Subsidiaries from and after the Closing Date without the express prior written consent of such Investor Buyer or (ii) in any filing with the SEC (other than any registration statement as otherwise contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such InvestorTransaction Documents, except and (a) as required by the federal securities law or (bii) to the extent that the Company delivers any material, nonpublic information to a Buyer without such disclosure is required by lawXxxxx’s consent at a time when such Buyer does not have an affiliate who serves on the Board, at the request Company hereby covenants and agrees that, unless otherwise expressly agreed between such Buyer and the Company, such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, nonpublic information. The Company understands and confirms that each of such Buyers will rely (in their own discretion) on the foregoing in effecting transactions in securities of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Company will provide the Investor with prior written notice Company. (including by e-mail) of and an opportunity to review such disclosure under this clause (iii).

Disclosure of Transactions. The Company shall, by 9:00 a.m., On or before 8:30 a.m. New York City time, on the Trading Day immediately following the date of this Agreement, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this AgreementClosing, the Company will shall file with the SEC a Current Report on Form 86-K attaching copies describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (other than the “Form 8schedules to this Agreement), the form of Notes, the form of Warrants and the form of Registration Rights Agreement) as exhibits to such submission (such submission including all attachments, the "6-K”K Filing"). Upon From and after the issuance submission of the Press Release6-K Filing with the SEC, no Investor Buyer shall be in possession of any material, non-public nonpublic information received from the Company Company, any of its Subsidiaries or any of its respective officers, directors, or employees or agents, that is not disclosed in the Press Release6-K Filing or in some other public filing or public disclosure. In additionThe Company shall not, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and its and each of their respective officers, directors, employees and agents, employees or affiliatesnot to, on provide any Buyer with any material, nonpublic information regarding the one hand, and any of the Investors Company or any of its Subsidiaries from and after the filing of the 6-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, employees in addition to any other remedy provided herein or investment advisersin the Transaction Documents, on a Buyer shall have the other handright to require the Company to make promptly a public disclosure, shall terminate unless otherwise specifically agreed in writing by the form of a press release, public advertisement or otherwise, of such Investormaterial, nonpublic information. Notwithstanding anything in this Agreement Subject to the contraryforegoing, 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 not publicly disclose be entitled, without the name prior approval of any Investor Buyer, to make any of its affiliates press release or advisers, or include the name of any Investor or any of its affiliates or advisers other public disclosure with respect to such transactions (i) in any press release, public announcement or marketing materials without substantial conformity with the prior written consent of such Investor or 6-K Filing and contemporaneously therewith and (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such Investor, except (a) as required by the federal securities law or (b) to the extent such disclosure is required by law, at applicable law and regulations (provided that in the request case of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case clause (i) each Buyer shall be consulted by the Company will provide the Investor in connection with any such press release or other public disclosure prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (iiits release).

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the Trading Day first (1st) business day immediately following the date of this Agreementhereof, issue a press release disclosing all material terms of transactions contemplated by this Agreement and the other Transaction Documents (the “Press Release”) and, by no later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will file with the SEC a Current Report on Form 8-K attaching copies of the Transaction Documents (the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements (and including as exhibits to such Current Report on Form 8-K”K the material Transaction Agreements (including, without limitation, this Agreement and the Registration Rights Agreement). Upon the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press Release). In addition, effective upon the issuance of the Press ReleaseDisclosure Document, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction DocumentsAgreements, whether written or oral, between the Company, Company or any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliatesAffiliates, on the one hand, and any of the Investors Purchaser or any of their respective its officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Investorthe Purchaser. Prior to public issuance thereof, the Company shall provide the Purchaser with a reasonable opportunity to review and comment upon the Disclosure Document and any press release announcing the transactions contemplated herein. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor the Purchaser or any of its affiliates Affiliates or advisers, or include the name of any Investor the Purchaser or any of its affiliates Affiliates or advisers (i) in any press release, public announcement release or marketing materials without the prior written consent of such Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement or the Existing Registration Rights Agreement) or any regulatory agency agency, without the prior written consent of such Investorthe Purchaser, except (ai) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement or the Existing Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, or (bii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSEapplicable National Exchange, in which case the Company will provide the Investor Purchaser with prior written notice (including by e-mail) of and an opportunity to review such disclosure under this clause (ii).