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 first (1st) Business Day immediately following the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii).

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m.5:30 p.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided thathereof, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a one or more Current Report Reports on Form 8-K (including all exhibits thereto, the “Disclosure DocumentDocuments” and the actual filing of such press release and/or Current Report on Form 8-Kdate, the “Disclosure TimeDate”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure DocumentDocuments, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement Company disclosed to the Investors prior to the Disclosure TimeInvestors. Following the Disclosure TimeDate, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionsagents. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and Agreement, (B) the filing of final Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authoritiesauthorities or (C) 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 Nasdaq Global Market. For the avoidance of doubt, provided the Investors acknowledge that the Company will file a Current Report on Form 8-K which will name the Investors, specify the number of shares purchased and the price per share, and will include copies of the Transaction Agreements as an exhibit to such filing. (b) The Disclosure Documents shall use commercially reasonable efforts include all material non-public information concerning the Company disclosed to provide the Investors with prior written notice Investors. Following the Disclosure Date, no Investor shall be in possession of and a reasonable opportunity to review such disclosure permitted under foregoing clauses any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (i) and (iiincluding the Placement Agents).

Disclosure of Transactions. The Company shall, by 9:00 On or before 8:30 a.m., New York City time, on the first (1st) Business Day second business day immediately following the date hereof (provided thatof this Agreement, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent Company shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, describing the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements Documents and attaching this Agreement and the other Transaction Agreements as exhibits an exhibit to such Disclosure Document, and filing (ii) including all material non-public information concerning the Companyexhibits, the transactions contemplated hereby or “8-K Filing”). From and after the transactions contemplated by filing of the Merger Agreement disclosed to 8-K Filing with the Investors prior to the Disclosure Time. Following the Disclosure TimeSEC, no Investor Holder shall be in possession of any material non-public material, nonpublic information received from the Company, any of its subsidiaries Subsidiaries, or any of its respective officers, directors, employees, or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees or agents (including employees, and agents, not to, provide the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives Holder with any material non-public material, nonpublic information regarding the Company or Parent or their respective securities any of its Subsidiaries from and after the Disclosure Time except as otherwise agreed by such Investorfiling of the 8-K Filing with the SEC without the express written consent of the Holder. The Company understands and confirms that In the Investors will rely on event of a breach of the foregoing representationscovenant by the Company, covenants and agreements in effecting securities transactions. Notwithstanding anything in this Agreement to the contraryany of its Subsidiaries, the Company shall not disclose the name of any Investor or any of its affiliates or adviserstheir respective officers, directors, employees, and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Holder shall have the right to make a public disclosure, in the form of a 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 any marketing materials (whether or not made publicly available), press release, public announcement or filing substantial conformity with the SEC 8-K Filing and contemporaneously therewith and (other than any registration statement contemplated ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Holder shall be consulted by the Registration Rights Agreement, which shall be subject Company in connection with any such press release or other public disclosure prior to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without its release). Without the prior written consent of such Investorthe Holder, except (i) as required by neither the federal securities law Company nor any of its Subsidiaries or affiliates shall disclose the name of the Holder in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authoritiesfiling, announcement, release, or (ii) to the extent otherwise, 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 Nasdaq The NASDAQ Global Select Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (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 first (1st) Business Day immediately following after the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and ensure that Parent shall substantially contemporaneously (ii) no later than close of business on such Business Day, file with the SEC a Current Report on Form 8-K (including all exhibits theretoattaching this Agreement, the “Disclosure Document” Certificate of Designation, the form of the Warrants and the actual 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 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/or and Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits K. The Company shall use its commercially reasonable efforts to such Disclosure Documentnot, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession cause each of any material non-public information received from the Company, its subsidiaries or any Subsidiaries and its and each of their respective officers, directors, affiliates, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreementand agents, the Company shall not to, provide any Purchaser (other than Purchasers who are directors or officers of the Investors or their respective affiliates, attorneys, agents or representatives Company) with any material material, non-public information regarding the Company or Parent or their respective securities any of its Subsidiaries from and after the Disclosure Time except Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant to the immediately 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 by between such InvestorPurchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Investors each of such Purchaser will rely (in their own discretion) on the foregoing representations, covenants and agreements in effecting transactions in securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii)Company.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Trading Day immediately following the date hereof (provided that, if of this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof)Agreement, issue a press release disclosing all material terms of transactions contemplated by this Agreement and ensure that Parent shall substantially contemporaneously 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 (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, ”). Upon the “Disclosure Time”) disclosing (i) all material terms issuance of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure TimePress Release, 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 agents (including affiliates, on the Placement Agents). Notwithstanding anything in this Agreementone hand, the Company shall not provide and any of the Investors or any of their respective affiliatesofficers, attorneysdirectors, agents agents, employees or representatives with any material non-public information regarding investment advisers, on the Company or Parent or their respective securities from and after the Disclosure Time except as other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. 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 marketing materials (whether or not made publicly available), 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, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, agency without the prior written consent of such Investor, except (ia) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, or (iib) 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 Nasdaq Global MarketNYSE, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Investor with prior written notice (including by e-mail) of and a reasonable an opportunity to review such disclosure permitted under foregoing clauses (i) and this clause (ii).

Disclosure of Transactions. The Company shall, by 9:00 a.m., On or before 8:30 a.m. New York City time, on the first (1st) Business Day immediately following Closing, the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent Company shall substantially contemporaneously file with the SEC a Current Report on Form 86-K (including all exhibits thereto, describing the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (other than the schedules to this Agreement), the form of Notes, the form of Warrants and the other Transaction Agreements form of Registration Rights Agreement) as exhibits to such Disclosure Document, and submission (ii) such submission including all material non-public information concerning the Companyattachments, the transactions contemplated hereby or "6-K Filing"). From and after the transactions contemplated by submission of the Merger Agreement disclosed to 6-K Filing with the Investors prior to the Disclosure Time. Following the Disclosure TimeSEC, no Investor Buyer shall be in possession of any material non-public material, nonpublic information received from the Company, any of its subsidiaries Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 6-K Filing or in some other public filing or public disclosure. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreementand agents, the Company shall not to, provide any of the Investors or their respective affiliates, attorneys, agents or representatives Buyer with any material non-public material, nonpublic information regarding the Company or Parent or their respective securities any of its Subsidiaries from and after the Disclosure Time except as otherwise agreed by filing of the 6-K Filing with the SEC without the express written consent of such InvestorBuyer. The Company understands and confirms that In the Investors will rely on event of a breach of the foregoing representationscovenant by the Company, covenants and agreements in effecting securities transactions. Notwithstanding anything in this Agreement to the contraryany of its Subsidiaries, the Company shall not disclose the name of any Investor or any of its affiliates or adviserstheir respective officers, directors, employees and agents, in addition to any other remedy provided herein or include in the name Transaction Documents, a Buyer shall have the right to require the Company to make promptly a public disclosure, in the form of any Investor or any of its affiliates or advisers in any marketing materials (whether or not made publicly available), a press release, public announcement advertisement or filing otherwise, of such material, nonpublic information. 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 SEC (other than any registration statement transactions contemplated by hereby; provided, however, that the Registration Rights Agreement, which Company shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agencyentitled, without the prior written consent approval of any Buyer, to make any press release or other public disclosure with respect to such Investor, except transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the federal securities law case of clause (i) each Buyer shall be consulted by the Company in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements with the SEC such press release or pursuant other public disclosure prior to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (iiits release).

Disclosure of Transactions. (a) The Company shall, Parties acknowledge that they are concerned about the potential effect of any premature or inaccurate announcement or publicity concerning the transactions contemplated by 9:00 a.m., New York City time, on this Agreement. The Parties agree that the first (1st) Business Day immediately following the date hereof (provided that, if existence and contents of this Agreement is executed between midnight and 9:00 a.m.the discussions and negotiations relating to it shall not be disclosed to any third party, New York City time on any Business Dayexcept as expressly required by applicable legal requirements, no later than 9:01 a.m. on or judicial or administrative process or orders. Mutual acknowledges that upon the date hereof), execution of this Agreement MGI will issue a press release and ensure file a Form 8-K with the SEC, disclosing the existence and terms of the Agreement, that Parent shall substantially contemporaneously a copy of this Agreement may be filed as an Exhibit to such SEC filing, and that the existence and terms of this Agreement will be disclosed in MGI’s Proxy Statement issued in connection with the approval of the Merger Agreement. MGI, MNH and AEG acknowledge that upon the execution of this Agreement Merchants Mutual will file with the SEC an amendment to its Schedule 13D, likewise disclosing the existence and terms of this Agreement, and that a Current Report on Form 8-K copy of this Agreement may be filed as an Exhibit to that amendment. No Party shall make any other public announcement regarding this Agreement or the transactions contemplated hereunder unless and until all of the Parties have agreed upon its timing and content, which agreement shall not be unreasonably withheld. (including all exhibits thereto, b) Prior to such announcement and subject to the “Disclosure Document” and disclosures permitted by the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing foregoing: (i) all material the Parties will use their best efforts to limit knowledge of the terms of the transactions contemplated hereby hereunder within their organizations to those employees, attorneys, accountants, lenders, investors, prospective lenders and by investors, and consultants who need to be involved in the other Transaction Agreements due diligence process or negotiations, and attaching to Insurance Regulators and rating agencies, and (ii) the Parties agree that the terms of this Agreement Agreement, and the discussions and negotiations relating thereto, shall be confidential and shall not be disclosed to any third party other Transaction Agreements than the Parties’ employees, attorneys, accountants, lenders, investors, prospective lenders and investors, and consultants, and Insurance Regulators and rating agencies who shall also be instructed to comply with the terms of this confidentiality provision, and (iii) except as exhibits may be required by law, and subject to such Disclosure Document, the disclosures permitted in Sections 11(a) and (b)(i) and (ii) all material non-public information concerning ), none of the Company, Parties shall issue any press release or otherwise publicly disclose this Agreement or the transactions contemplated hereby or any dealings between or among the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be Parties in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing connection with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, matter hereof without the prior written consent consultation in good faith of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request each of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii)other Parties.

Disclosure of Transactions. (a) The Company shall, Parties acknowledge that they are concerned about the potential effect of any premature or inaccurate announcement or publicity concerning the transactions contemplated by 9:00 a.m., New York City time, on this Agreement. The Parties agree that the first (1st) Business Day immediately following the date hereof (provided that, if existence and contents of this Agreement is executed between midnight and 9:00 a.m.the discussions and negotiations relating to it shall Final Document not be disclosed to any third party, New York City time on any Business Dayexcept as expressly required by applicable legal requirements, no later than 9:01 a.m. on or judicial or administrative process or orders. Mutual acknowledges that upon the date hereof), execution of this Agreement MGI will issue a press release and ensure file a Form 8-K with the SEC, disclosing the existence and terms of the Agreement, that Parent shall substantially contemporaneously a copy of this Agreement may be filed as an Exhibit to such SEC filing, and that the existence and terms of this Agreement will be disclosed in MGI’s Proxy Statement issued in connection with the approval of the Merger Agreement. MGI, MNH and AEG acknowledge that upon the execution of this Agreement Merchants Mutual will file with the SEC an amendment to its Schedule 13D, likewise disclosing the existence and terms of this Agreement, and that a Current Report on Form 8-K copy of this Agreement may be filed as an Exhibit to that amendment. No Party shall make any other public announcement regarding this Agreement or the transactions contemplated hereunder unless and until all of the Parties have agreed upon its timing and content, which agreement shall not be unreasonably withheld. (including all exhibits thereto, b) Prior to such announcement and subject to the “Disclosure Document” and disclosures permitted by the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing foregoing: (i) all material the Parties will use their best efforts to limit knowledge of the terms of the transactions contemplated hereby hereunder within their organizations to those employees, attorneys, accountants, lenders, investors, prospective lenders and by investors, and consultants who need to be involved in the other Transaction Agreements due diligence process or negotiations, and attaching to Insurance Regulators and rating agencies, and Final Document (ii) the Parties agree that the terms of this Agreement Agreement, and the discussions and negotiations relating thereto, shall be confidential and shall not be disclosed to any third party other Transaction Agreements than the Parties’ employees, attorneys, accountants, lenders, investors, prospective lenders and investors, and consultants, and Insurance Regulators and rating agencies who shall also be instructed to comply with the terms of this confidentiality provision, and (iii) except as exhibits may be required by law, and subject to such Disclosure Document, the disclosures permitted in Sections 11(a) and (b)(i) and (ii) all material non-public information concerning ), none of the Company, Parties shall issue any press release or otherwise publicly disclose this Agreement or the transactions contemplated hereby or any dealings between or among the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be Parties in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing connection with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, matter hereof without the prior written consent consultation in good faith of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request each of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii)other Parties.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on or prior to the first fourth (1st4th) Business Day business day immediately following the date hereof (provided thathereof, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and hereby, by the other Transaction Agreements (and attaching this Agreement and the other Transaction Agreements including as exhibits to such Current Report on Form 8-K the material Transaction Agreements (including, without limitation, this Agreement, the form-of Pre-Funded Warrant and the Registration Rights Agreement)). Upon the filing of the Disclosure Document, and (ii) all material non-public information concerning to the knowledge of the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor Purchaser 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 Disclosure Document unless otherwise specifically agreed in writing by such Purchaser. In addition, effective upon the filing of the Disclosure 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 Agreements, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or agents (including affiliates, on the Placement Agents). Notwithstanding anything in this Agreementone hand, the Company shall not provide and any of the Investors Purchasers or any of their respective affiliatesofficers, attorneysdirectors, agents agents, employees or representatives with any material non-public information regarding investment advisers, on the Company or Parent or their respective securities from and after the Disclosure Time except as other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionsPurchaser. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global Capital Market, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and this clause (ii).

Disclosure of Transactions. (a) The Company shallshall ensure that the Public Company will, by 9:00 a.m., New York City time, a.m. (Eastern Time) on the first (1st) Business Day business day immediately following the date hereof (provided thatEffective Date, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing disclosing: (i) all material terms of the transactions contemplated hereby and by this Agreement, (ii) all material terms of the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure DocumentMerger Agreement, and (iiiii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed pertaining to the Investors Company and the Public Company and their respective operations, to the extent that such information has been provided or made available to any Purchaser prior to the Disclosure Time. Following filing of the Disclosure TimeDocument. Upon the issuance of the Disclosure Document, no Investor Purchaser shall be in possession of any material material, non-public information pertaining to the Company or the Public Company (“MNPI”) received from the Company, its subsidiaries the Public Company or any of their respective officers, directors, employees employees, or agents (including that is not disclosed in the Placement Agents)Disclosure Document unless specifically agreed in writing by such Purchaser. Notwithstanding anything Upon the issuance of the Disclosure Document, the Company acknowledges and agrees that the Purchasers shall have no obligations under this Agreement or any confidentiality agreements with the Company to refrain from trading in this Agreementsecurities of the Public Company, except for any lock-up agreement or support agreement entered into by any Purchaser or an affiliate thereof who was a stockholder of the Company prior to the Effective Date and any obligations under applicable securities Laws. Furthermore, for the period between the issuance of the Disclosure Document and the completion of the Closing, the Company shall use its reasonable best efforts not to provide any MNPI to any Purchaser, unless otherwise specifically agreed in writing by such Purchaser, except in the case of MNPI provided to an observer of the Investors Company’s Board of Directors or their respective affiliates, attorneys, agents or representatives member of the Company’s Board of Directors who is affiliated with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. Purchaser. (b) Notwithstanding anything in this Agreement to the contrary, neither the Company nor any Purchaser shall not disclose the name identity of any Investor Purchaser or any of its affiliates or advisers, advisers or include the name of any Investor Purchaser or any of its affiliates or advisers in any marketing materials (whether or not made publicly available), i) press release, public announcement marketing, or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, similar materials without the prior written consent (including by e-mail) of each of the Company and such InvestorPurchaser or (ii) filing with the SEC or any regulatory agency or trading market without the prior written consent (including by e-mail) of each of the Company and such Purchaser, except (iA) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and laws, rules or regulations (B) the filing of final Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by lawother laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which Public Company’s securities are listed for trading, or (C) to the Nasdaq Global Marketextent the identity of any Purchaser or its affiliates or advisers is already in the public domain, provided that other than in the case of this clause (C), by reason of the Company’s breach of its obligations under this Section 4.1(b), in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable an opportunity to review such disclosure permitted under foregoing clauses (i) and 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 first (1st) Business Day immediately following Company’s Common Stock from the date hereof (provided that, if of this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on until the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with of the SEC Company’s filing of a Current Report on Form 8-K disclosing all the material terms contemplated by this Agreement and attaching this Agreement as an exhibit to such filing (including all exhibits thereto, the “Disclosure Document” and Announcement Form 8-K”). The Company shall file the actual 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 such press release and/or Current Report on the Announcement Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor Holder shall not be in possession of any material material, non-public information of the Company ("MNPI") received from the Company, any of its subsidiaries or any of its respective officers, directors, employees, affiliates or agents, that is not disclosed in the Announcement Form 8-K. In addition, effective upon the filing of the Announcement Form 8-K, 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 (including agents, on the Placement Agents)one hand, and the Holder or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. Notwithstanding anything in this Agreement, the The Company shall not provide any not, and shall cause each of the Investors or its subsidiaries and its and each of their respective affiliatesofficers, attorneysdirectors, agents or representatives employees, affiliates and agents, not to, provide the Holder with any material non-public material, nonpublic information regarding the Company or Parent or their respective securities any of its subsidiaries from and after the Disclosure Time except as otherwise agreed by 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 Investornotice 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, employees, affiliates or agents with respect to, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such MNPI. The Company understands and confirms that the Investors Holder will rely on the foregoing representations, covenants and agreements representations in effecting transactions in securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii)Company.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day business day immediately following the date hereof (provided thathereof, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and hereby, by the other Transaction Agreements (and attaching this Agreement and the other Transaction Agreements including as exhibits to such Current Report on Form 8-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 Disclosure Document, and (ii) all material non-public information concerning to the knowledge of the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor Purchaser shall be in possession of any material material, non-public information received from the Company, its subsidiaries Company or any of their respective its officers, directors, or employees or agents (including the Placement Agents). Notwithstanding anything agents, that is not disclosed in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as Document unless otherwise specifically agreed in writing by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionsPurchaser. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global Capital Market, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable an opportunity to review such disclosure permitted under foregoing clauses (i) and this clause (ii).

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided thatof this Agreement, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements Documents as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Capital Market. (b) No later than December 31, 2024 the Company shall issue a press release and/or a Current Report on Form 8-K (the actual date of such press release and/or Current Report on Form 8-K, the “Disclosure Date”) disclosing all material non-public information concerning the Company disclosed to the Investors. Consequently, following the Disclosure Date, no Investor shall be in possession of any material non-public information concerning the Company disclosed to the Investors by the Company or its Representatives in connection with the transactions contemplated under this Agreement. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. (c) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents and upon compliance by the Company of this Section 5.5 or Section 8.1 herein, the Company covenants and agrees that, following the Disclosure Date, neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to an Investor without the Investor’s consent, following the Disclosure Date, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company understands and confirms that each Investor shall use commercially reasonable efforts be relying on the foregoing covenant in effecting transactions in securities of the Company. (d) Notwithstanding Section 5.5(c) or any other provision to the contrary herein , the Company, or any other Person acting on its behalf, may at any time on or after the date hereof provide to any Investor, to the Investors with prior written notice of and a reasonable opportunity to review extent such disclosure permitted under foregoing clauses Investor (i) and is then serving as a director, officer or employee of the Company or (ii)) is represented by any designee(s) then serving on the Board of Directors, any information that constitutes, or the Company reasonably believes constitutes, material non-public information, without obtaining prior consent from such Investor to the receipt of such information. Any information provided to the Investor pursuant to this Section 5.5(d) shall be kept confidential by the Investor.

Disclosure of Transactions. The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof of this Agreement (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously and/or file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document,” and the time of the actual filing issuance of such press release and/or filing of a Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and and, in the case of a filing of a Current Report on Form 8-K, attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, Document and (ii) all material material, non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated and by the Merger Agreement other Transaction Agreements disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from concerning the CompanyCompany disclosed to the Investors by the Placement Agents, its subsidiaries the Company or any of their respective its directors, officers, directorsemployees, employees officers or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investorother representatives. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available)materials, press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors such Investor with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and clause (ii).

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously and/or file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement Company disclosed to the Investors prior to the Disclosure TimeInvestors. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement AgentsAgent). Notwithstanding anything in this AgreementIn addition, effective upon the Disclosure Time, the Company shall not provide acknowledges and agrees that any and all confidentiality or similar obligations under any agreement relating to the subject matter hereof, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, including, without limitation, the Investors Placement Agent, on the one hand, and any Investor or any of their respective affiliates, attorneyson the other hand, agents shall terminate and be of no further force or representatives with any material non-public information regarding the Company or Parent or their respective securities from effect. From and after the issuance of the Disclosure Time except as Document, neither the Company nor its officers, directors, employees, agents, including, without limitation, the Placement Agent, or any other Person acting at their direction or on their behalf shall provide any material, nonpublic information to any Investor, unless otherwise specifically agreed in writing by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Capital Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii).

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided thatof this Agreement, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement Company disclosed to the Investors prior to Investors, excluding the Disclosure Timeresults of the Company’s 201 trial in Xxxxxxxxx’x disease. Following the filing of the Disclosure TimeDocument, no Investor Investor, except for Soleus Capital, shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, concerning the Company disclosed to the Investors by the Company or its representatives. The Company covenants that by December 1, 2024, it shall take all necessary action such that Soleus Capital shall not provide any be in possession of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding concerning the Company disclosed prior to the date of the Agreement to Soleus Capital by the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investorits representatives. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Capital Market, provided that the . The Company shall use commercially reasonable efforts to provide promptly release the Investors with prior written notice results of and a reasonable opportunity to review its 201 trial in Xxxxxxxxx’x disease when such disclosure permitted under foregoing clauses (i) and (ii)results are available.

Disclosure of Transactions. The Company shall, by not later than 9:00 a.m., New York City time, on the first (1st) Business Trading Day immediately following the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Trading Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously and/or file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document,” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements, and including as exhibits to any such Current Report on Form 8-K the material Transaction Agreements and attaching (including, without limitation, this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure TimeRegistration Rights Agreement). Following the Disclosure Time, no Investor Purchaser shall be in possession of any material material, non-public information received from the Company, its subsidiaries Company or any of their respective its officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as unless otherwise specifically agreed by such Investor. The Company understands and confirms that Purchaser under the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionsterms of a binding non-disclosure agreement or otherwise. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement marketing material or filing filings with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global MarketNasdaq, provided that the Company shall use commercially reasonable efforts to provide the Investors such Purchaser with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and 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 first (1st) Business Day immediately following Company’s Common Stock from the date hereof (provided that, if of this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on until the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with of the SEC Company’s filing of a Current Report on Form 8-K disclosing all the material terms contemplated by this Agreement and attaching this Agreement as an exhibit to such filing (including all exhibits thereto, the “Disclosure Document” and Announcement Form 8-K”). The Company shall file the actual 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 such press release and/or Current Report on the Announcement Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor Holder shall not be in possession of any material material, non-public information of the Company (“MNPI”) received from the Company, any of its subsidiaries or any of its respective officers, directors, employees, affiliates or agents, that is not disclosed in the Announcement Form 8-K. In addition, effective upon the filing of the Announcement Form 8-K, 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 (including agents, on the Placement Agents)one hand, and the Holder or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. Notwithstanding anything in this Agreement, the The Company shall not provide any not, and shall cause each of the Investors or its subsidiaries and its and each of their respective affiliatesofficers, attorneysdirectors, agents or representatives employees, affiliates and agents, not to, provide the Holder with any material non-public material, nonpublic information regarding the Company or Parent or their respective securities any of its subsidiaries from and after the Disclosure Time except as otherwise agreed by 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 Investornotice 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, employees, affiliates or agents with respect to, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such MNPI. The Company understands and confirms that the Investors Holder will rely on the foregoing representations, covenants and agreements representations in effecting transactions in securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (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 first (1st) Business Day immediately following Company’s Common Stock from the date hereof (provided that, if of this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on until the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with of the SEC Company’s filing of a Current Report on Form 8-K disclosing all the material terms contemplated by this Agreement and attaching this Agreement as an exhibit to such filing (including all exhibits thereto, the “Disclosure Document” and Announcement Form 8-K”). The Company shall file the actual 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 such press release and/or Current Report on the Announcement Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor Holder shall not be in possession of any material material, non-public information of the Company ("MNPI") received from the Company, any of its subsidiaries or any of its respective officers, directors, employees, affiliates or agents, that is not disclosed in the Announcement Form 8-K. In addition, effective upon the filing of the Announcement Form 8-K, 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 (including agents, on the Placement Agents)one hand, and the Holder or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. Notwithstanding anything in this Agreement, the The Company shall not provide any not, and shall cause each of the Investors or its subsidiaries and its and each of their respective affiliatesofficers, attorneysdirectors, agents or representatives employees, affiliates and agents, not to, provide the Holder with any material non-public material, nonpublic information regarding the Company or Parent or their respective securities any of its subsidiaries from and after the Disclosure Time except as otherwise agreed by 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 Investornotice 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, employees, affiliates or agents with respect to, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such MNPI. The Company understands and confirms that the Investors Holder will rely on the foregoing representations, covenants and agreements representations in effecting transactions in securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii)Company.

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 first (1st) Business Day immediately following after the date hereof Closing Date, issue a press release, in the form attached hereto as Exhibit D, describing the terms of the transactions contemplated by the Transaction Documents and (provided that, if this Agreement is executed between midnight and 9:00 a.m.ii) on or before 4:30 p.m., New York City time on any Business Daytime, no later than 9:01 a.m. on the date hereof)fourth Business Day following the Closing Date, issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, reasonably acceptable to the “Disclosure Document” and Lead Investor describing the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements Documents in the form required by the 1934 Act and attaching this Agreement Agreement, the form of the Certificate of Designation and the other Transaction Agreements Registration Rights Agreement as exhibits to such Disclosure Document, and filing (ii) all material which shall not include schedules or exhibits not customarily filed with the SEC). Subject to non-public information concerning disclosure agreements that are in effect as of the Companydate hereof, entered into by each of the Buyers in connection with the transactions contemplated hereby or in the transactions contemplated by Transaction Documents, (i) the Merger Agreement disclosed Company shall use its commercially reasonably efforts to the Investors prior not, and to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession cause each of any material non-public information received from the Company, its subsidiaries or any Subsidiaries and its and each of their respective officers, directors, affiliates, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreementand agents, the Company shall not to, provide any Buyer that at the applicable time of determination does not have an affiliate who serves on the Investors or their respective affiliatesBoard, attorneys, agents or representatives with any material non-public material, nonpublic information regarding the Company or Parent or their respective securities any of its Subsidiaries from and after the Disclosure Time except Closing Date without the express prior written consent of such Buyer or as otherwise contemplated by the Transaction Documents, and (ii) to the extent that the Company delivers any material, nonpublic information to a Buyer without such Xxxxx’s consent at a time when such Buyer does not have an affiliate who serves on the Board, the Company hereby covenants and agrees that, unless otherwise expressly agreed by between such InvestorBuyer 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 the Investors each of such Buyers will rely (in their own discretion) on the foregoing representations, covenants and agreements in effecting transactions in securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except Company. (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii).

Disclosure of Transactions. The Company shall, by 9:00 on or before 8:30 a.m., New York City time, on the first (1st) Business Day immediately following after the date hereof (provided that, if of this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof)Agreement, issue a press release and ensure that Parent reasonably acceptable to the Investors disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 4:30 p.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including describing all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements Documents in the form required by the Exchange Act and attaching this Agreement the Transaction Documents (the “8-K Filing”). The Company confirms that neither it nor any of its Subsidiaries or their respective officers, directors, employees or agents, has provided the Investors with material nonpublic information, other than the terms of the Securities and the other Transaction Agreements as exhibits to such Disclosure Document, existence and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or terms of the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure TimeTransaction Documents. Following the Disclosure TimeThe Company shall not, no Investor and shall be in possession cause each of any material non-public information received from the Company, its subsidiaries or any Subsidiaries and its and each of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreementand agents, the Company shall not to, provide any of the Investors or their respective affiliates, attorneys, agents or representatives Investor with any material non-public material, nonpublic information regarding the Company or Parent or their respective securities any of its Subsidiaries from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review issuance of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, 8-K Filing without the express prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) . Subject to the extent such disclosure is required by lawforegoing, at neither the request of Company, its Subsidiaries nor any Investor shall issue any press releases or any other public statements with respect to the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Markettransactions contemplated hereby; provided, provided however, that the Company shall use commercially reasonable efforts be entitled, without the prior approval of any Investor, to provide the Investors make any press release or other public disclosure with prior written notice of and a reasonable opportunity respect to review such disclosure permitted under foregoing clauses transactions (i) in substantial conformity with the 8-K Filing and (ii) as is required by applicable law and regulations (provided that in the 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 transactions so described in such 8-K Filing).. Without the prior written consent of any applicable Investor, neither the Company nor any of its Subsidiaries shall disclose the name of such Investor in any filing, announcement, release or otherwise, except as may be required by applicable law and regulations. 6.12

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day business day immediately following the date hereof (provided thathereof, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements (and attaching including as exhibits to such Current Report on Form 8-K the material Transaction Agreements (including, without limitation, this Agreement and the other Transaction Agreements as exhibits to such Registration Rights Agreement)). In addition, effective upon the issuance of the Disclosure Document, the Company acknowledges and (ii) agrees that any and all material non-public information concerning the Companyconfidentiality or similar obligations under this Agreement, the transactions contemplated hereby or an agreement entered into in connection with the transactions contemplated by the Merger Agreement disclosed to Transaction Agreements, whether written or oral, between the Investors prior to Company or any of its officers, directors, agents, employees or Affiliates, on the Disclosure Time. Following one hand, and any of the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries Purchasers or any of their respective officers, directors, agents, employees or agents (including investment advisers, on the Placement Agents)other hand, shall terminate unless otherwise specifically agreed in writing by such Purchaser. Notwithstanding anything in this AgreementPrior to public issuance thereof, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives Purchasers with any material non-public information regarding the Company or Parent or their respective securities from a reasonable opportunity to review and after comment upon the Disclosure Time except as otherwise agreed by such Investor. The Company understands Document and confirms that any press release announcing the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionstransactions 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global Marketapplicable National Exchange, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable an opportunity to review such disclosure permitted under foregoing clauses (i) and this clause (ii).

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day business day immediately following the date hereof (provided thathereof, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and hereby, by the other Transaction Agreements (and attaching including as exhibits to such Current Report on Form 8-K the material Transaction Agreements (including, without limitation, this Agreement and the other Transaction Agreements as exhibits to such Registration Rights Agreement)). Upon the issuance of the Disclosure Document, and (ii) all material non-public information concerning to the knowledge of the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor Purchaser 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 Disclosure Document unless otherwise specifically agreed in writing by such Purchaser. In addition, effective upon the issuance of the Disclosure 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 Agreements, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or agents (including affiliates, on the Placement Agents). Notwithstanding anything in this Agreementone hand, the Company shall not provide and any of the Investors Purchasers or any of their respective affiliatesofficers, attorneysdirectors, agents agents, employees or representatives with any material non-public information regarding investment advisers, on the Company or Parent or their respective securities from and after the Disclosure Time except as other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionsPurchaser. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global Select Market, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable an opportunity to review such disclosure permitted under foregoing clauses (i) and this clause (ii).

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day business day immediately following the date hereof (provided thathereof, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements (and attaching including as exhibits to such Current Report on Form 8-K forms of the material Transaction Agreements (including, without limitation, this Agreement and the other Transaction Agreements as exhibits to such Registration Rights Agreement)) and the information set forth on Schedule I hereto. Upon the filing of the Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor Purchaser 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 Disclosure Document unless otherwise specifically agreed in writing by such Purchaser. In addition, effective upon the filing of the Disclosure 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 Agreements, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or agents (including affiliates, on the Placement Agents). Notwithstanding anything in this Agreementone hand, the Company shall not provide and any of the Investors Purchasers or any of their respective affiliatesofficers, attorneysdirectors, agents agents, employees or representatives with any material non-public information regarding investment advisers, on the Company or Parent or their respective securities from and after the Disclosure Time except as other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionsPurchaser. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global Select Market, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable an opportunity to review such disclosure permitted under foregoing clauses (i) and this clause (ii).

Disclosure of Transactions. The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof of this Agreement (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously and/or file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document,” and the time of the actual filing issuance of such press release and/or filing of a Current Report on Form 8-K, whichever is earlier, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and and, in the case of a filing of a Current Report on Form 8-K, attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, Document and (ii) all material material, non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated and by the Merger Agreement other Transaction Agreements disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from concerning the Company, its subsidiaries Company disclosed to the Investors by the Company or any of their respective its directors, officers, directorsemployees, employees officers or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investorother representatives. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available)materials, press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Capital Market, provided that the Company shall use commercially reasonable efforts to provide the Investors such Investor with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and 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 first (1st) fourth Business Day immediately following the date hereof (provided thatof this Agreement, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), Company shall issue a press release and ensure that Parent shall substantially contemporaneously promptly thereafter file with the SEC a Current Report on Form 8-K (including all exhibits thereto, describing the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching 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 Transaction Agreements 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 exhibits 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 10-K 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 Disclosure Documentregistration 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”) from the Distribution and Supply Agreement in connection with the CTR and such redactions will be mutually agreed upon by the Company and the Subscriber before filing the Distribution and Supply Agreement as an exhibit filing; provided, 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 directives received from the SEC compelling such CTR Information to be disclosed in the Exhibit Filing. Neither the Company, its Subsidiaries nor the Subscriber 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 Subscriber, 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) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of applicable law and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii)regulations.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided thatof this Agreement, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information (if any) concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement Company disclosed to the Investors prior to the Disclosure TimeInvestors. Following the filing of the Disclosure TimeDocument, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, concerning the Company shall not provide any of disclosed to the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding by the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investorits representatives. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Capital Market, provided that in which case the Company shall use commercially allow the Investor, to the extent reasonably practicable in the circumstances, reasonable efforts time to provide comment on such release, announcement or filing in advance of such issuance, provided that, notwithstanding anything to the Investors with prior written notice of and a reasonable opportunity contrary in this Section 5.3, Investor review shall not be required for Company disclosures pursuant to review such disclosure permitted under foregoing clauses (i) and or (ii)) that are substantially consistent with prior Company disclosures that the Investor has approved.

Disclosure of Transactions. The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof of this Agreement (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously and/or file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document,” and the time of the actual filing issuance of such press release and/or filing of a Current Report on Form 8-K, whichever is earlier, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and and, in the case of a filing of a Current Report on Form 8-K, attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, Document and (ii) all material material, non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated and by the Merger Agreement other Transaction Agreements disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from concerning the CompanyCompany disclosed to the Investors by the Placement Agent, its subsidiaries the Company or any of their respective its directors, officers, directorsemployees, employees officers or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investorother representatives. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available)materials, press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Capital Market, provided that the Company shall use commercially reasonable efforts to provide the Investors such Investor with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and clause (ii).

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day business day immediately following the date hereof (provided thathereof, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements (and attaching including as exhibits to such Current Report on Form 8-K the material Transaction Agreements (including, without limitation, this Agreement and the other Transaction Agreements as exhibits to such Registration Rights Agreement)). In addition, effective upon the issuance of the Disclosure Document, the Company acknowledges and (ii) agrees that any and all material non-public information concerning the Companyconfidentiality or similar obligations under this Agreement, the transactions contemplated hereby or an agreement entered into in connection with the transactions contemplated by the Merger Agreement disclosed to Transaction Agreements, whether written or oral, between the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries Company or any of their respective its officers, directors, agents, employees or agents (including Affiliates, on the Placement Agents)one hand, and the Purchaser or any of its officers, directors, agents, employees or investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by the Purchaser. Notwithstanding anything in this AgreementPrior to public issuance thereof, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives Purchaser with any material non-public information regarding the Company or Parent or their respective securities from a reasonable opportunity to review and after comment upon the Disclosure Time except as otherwise agreed by such Investor. The Company understands Document and confirms that any press release announcing the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionstransactions 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of Agreement or the Investors in accordance with the terms of the Existing Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investorthe Purchaser, except (i) 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 (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 Nasdaq Global Marketapplicable National Exchange, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable an opportunity to review such disclosure permitted under foregoing clauses (i) and 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 first (1st) Business Day immediately following after the date hereof (provided that, if of this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof)Agreement, issue a press release and ensure that Parent reasonably acceptable to the Investors disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 4:30 p.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including describing all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements Documents in the form required by the Exchange Act and attaching this Agreement the Transaction Documents (the “8-K Filing”). The Company confirms that neither it nor any of its Subsidiaries or their respective officers, directors, employees or agents, has provided the Investors with material nonpublic information, other than the terms of the Securities and the other Transaction Agreements as exhibits to such Disclosure Document, existence and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or terms of the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure TimeTransaction Documents. Following the Disclosure TimeThe Company shall not, no Investor and shall be in possession cause each of any material non-public information received from the Company, its subsidiaries or any Subsidiaries and its and each of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreementand agents, the Company shall not to, provide any of the Investors or their respective affiliates, attorneys, agents or representatives Investor with any material non-public material, nonpublic information regarding the Company or Parent or their respective securities any of its Subsidiaries from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review issuance of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, 8-K Filing without the express prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) . Subject to the extent such disclosure is required by lawforegoing, at neither the request of Company, its Subsidiaries nor any Investor shall issue any press releases or any other public statements with respect to the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Markettransactions contemplated hereby; provided, provided however, that the Company shall use commercially reasonable efforts be entitled, without the prior approval of any Investor, to provide the Investors make any press release or other public disclosure with prior written notice of and a reasonable opportunity respect to review such disclosure permitted under foregoing clauses transactions (i) in substantial conformity with the 8-K Filing and (ii) as is required by applicable law and regulations (provided that in the 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 transactions so described in such 8-K Filing). Without the prior written consent of any applicable Investor, neither the Company nor any of its Subsidiaries shall disclose the name of such Investor in any filing, announcement, release or otherwise, except as may be required by applicable law and regulations.

Disclosure of Transactions. The Company shall, by not later than 9:00 a.m., New York City time, on the first (1st) Business Trading Day immediately following the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Trading Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously and/or file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document,” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements, and including as exhibits to any such Current Report on Form 8-K the material Transaction Agreements and attaching (including, without limitation, this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure TimeRegistration Rights Agreement). Following the Disclosure Time, no Investor Purchaser shall be in possession of any material material, non-public information received from the Company, its subsidiaries Company or any of their respective its officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as Agent) unless otherwise specifically agreed by such Investor. The Company understands and confirms that Purchaser under the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionsterms of a binding non-disclosure agreement or otherwise. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement marketing material or filing filings with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global MarketNasdaq, provided that the Company shall use commercially reasonable efforts to provide the Investors such Purchaser with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and 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 first (1st) Business Day business day immediately following the date hereof and (provided that, ii) if this Agreement is executed signed between midnight and 9:00 a.m., (New York City time time) and 9:00 a.m. (New York City time) on any Business Daybusiness day, no later than 9:01 9:29 a.m. (New York City time), on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously unless otherwise instructed as to an earlier time by the Placement Agents, file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and hereby, by the other Transaction Agreements (and attaching including as exhibits to such Current Report on Form 8-K the material Transaction Agreements (including, without limitation, this Agreement and the Registration Rights Agreement)) and all other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning 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 Disclosure Document, the Company covenants to the Purchasers that no 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 Disclosure Document except in the case of information that may have been provided pursuant to any confidentiality agreement between the Company and a Purchaser, provided that to the extent that such information constitutes material non-public information of the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed Company covenants and agrees to the Investors prior to publicly release such information simultaneously with the Disclosure Time. Following the Disclosure TimeDocument, upon which time such Purchaser shall no Investor shall longer be in possession of any material non-public information received from of the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global Market, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and this clause (ii).

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided thatof this Agreement, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that Select Market in which case the Company shall use commercially allow the Investors, to the extent reasonably practicable in the circumstances, reasonable efforts time to provide comment on such release, announcement or filing in advance of such issuance. (b) No later than July 30, 2024, the Company shall issue a press release and/or a Current Report on Form 8-K or Quarterly Report on Form 10-Q (the actual date of such press release and/or Current Report on Form 8-K or Quarterly Report on Form 10-Q, the “Disclosure Date”) disclosing all material non-public information concerning the Company disclosed to the Investors. Consequently, effective upon the issuance or filing of the press release and/or Current Report on Form 8-K or Quarterly Report on Form 10-Q described above, no Investor shall be in possession of any material non-public information concerning the Company disclosed to the Investors with prior by the Company or its representatives. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. Effective upon the issuance or filing of the press release and/or Current Report on Form 8-K or Quarterly Report on Form 10-Q described above, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement relating to the subject matter hereof, whether written notice 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 a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) any Investor or any of their respective affiliates, on the other hand, shall terminate and (ii)be of no further force or effect.

Disclosure of Transactions. The Company shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously and/or file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document,” and the actual filing of such press release and/or or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements Documents as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the filing of the Disclosure TimeDocument, no Investor shall be in possession of any material non-public information received from concerning the Company, its subsidiaries Company disclosed to the Investors by the Company or any of their respective its directors, officers, directorsemployees, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investorother representatives. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available)materials, press release, release or public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of Agreement or the Investors in accordance with the terms of the Roivant Registration Rights AgreementAgreement (as defined below)) or any regulatory agency, without the prior written consent of such the Investor, except (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement or the Roivant Registration Rights Agreement (as defined below) and (B) the filing of final Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global MarketNasdaq, provided that the Company shall use commercially reasonable efforts to provide the Investors such Purchaser with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and clause (ii).

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m.5:30 p.m., New York City time, on the first fourth (1st4th) Business Day immediately following the date hereof (provided thatof this Agreement, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements (or forms thereof) as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Capital Market. (b) The Company shall, provided by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Agreement issue a press release and/or a Current Report on Form 8-K (the actual date of such press release and/or Current Report on Form 8-K, the “Disclosure Date”) disclosing all material non-public information concerning the Company disclosed to the Investors. Consequently, following the Disclosure Date, no Investor shall be in possession of any material non-public information concerning the Company disclosed to the Investors by the Company or its representatives. The Company understands and confirms that the Company shall use commercially reasonable efforts to provide Investors will rely on the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii)representation in effecting securities transactions.

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided thathereof, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Transaction Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements (and attaching including as exhibits to such Current Report on Form 8-K the material Transaction Agreements (including, without limitation, this Agreement and the other Transaction Agreements as exhibits Registration Rights Agreement)). In addition, the Company shall, by 5:30 p.m., New York City time, on March 11, 2024, file with the SEC a Current Report on Form 8-K disclosing all material information to such be presented by the Company at its virtual investor event on March 11, 2024 (the “Clinical Disclosure DocumentEvent”), which information shall include (A) clinical updates from the Company’s NLRP3 portfolio, including topline results from the Phase 2 trial of VTX2735 in CAPS and topline results from the Phase 1 trial of VTX3232 in healthy volunteers, and (iiB) all material non-public information concerning a clinical update from the Company, ’s ongoing open-label extension of the transactions contemplated VTX002 Phase 2 trial in ulcerative colitis. The Company hereby or represents and warrants that from and after the transactions contemplated by issuance of the Merger Agreement disclosed to Transaction Disclosure Document and the Investors prior to the Clinical Disclosure Time. Following the Disclosure TimeEvent, no Investor Purchaser nor any of its affiliates or representatives shall be in possession of any material material, non-public information received from the Company, any subsidiary, or any of their respective officers, directors, or employees or agents, that is not disclosed in the Transaction Disclosure Document or the Clinical Disclosure Event. In addition, effective upon the issuance of the Transaction Disclosure Document and the Clinical Disclosure Event, 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 Agreements, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or agents (including affiliates, on the Placement Agents). Notwithstanding anything in this Agreementone hand, the Company shall not provide and any of the Investors Purchasers or any of their respective affiliatesofficers, attorneysdirectors, agents agents, employees or representatives with any material non-public information regarding investment advisers, on the Company or Parent or their respective securities from and after the Disclosure Time except as other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionsPurchaser. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global Select Market, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable an opportunity to review such disclosure permitted under foregoing clauses (i) and 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 first (1st) Business Day immediately following after the date hereof (provided that, if of this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof)Agreement, issue a press release and ensure that Parent reasonably acceptable to the Initial Investors disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 4:30 p.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including describing all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements Documents in the form required by the Exchange Act and attaching this Agreement the Transaction Documents (the “Initial 8-K Filing”). The Company confirms that neither it nor any of its Subsidiaries or their respective officers, directors, employees or agents, has provided the Initial Investors with material nonpublic information, other than the terms of the Securities and the other Transaction Agreements as exhibits to such Disclosure Document, existence and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or terms of the transactions contemplated by the Merger Agreement 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 material, nonpublic information delivered to any of the Investors prior to by the Disclosure Time. Following the Disclosure TimeCompany or any of its Subsidiaries, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including if any) prior to the Placement Agents)filing of the Initial 8-K Filing. Notwithstanding anything in this Agreement, the The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any of the Investors or their respective affiliates, attorneys, agents or representatives Investor with any material non-public material, nonpublic information regarding the Company or Parent or their respective securities any of its Subsidiaries from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review issuance of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, Initial 8-K Filing 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 (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement “Additional 8-K Filing” and (B) the filing of final Transaction Agreements together with the SEC or pursuant to other routine proceedings of regulatory authoritiesInitial 8-K Filing, or (ii) the “8-K Filings”). Subject to the extent such disclosure is required by lawforegoing, at neither the request of Company, its Subsidiaries nor any Investor shall issue any press releases or any other public statements with respect to the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Markettransactions contemplated hereby; provided, provided however, that the Company shall use commercially reasonable efforts be entitled, without the prior approval of any Investor, to provide the Investors make any press release or other public disclosure with prior written notice of and a reasonable opportunity respect to review such disclosure permitted under foregoing clauses transactions (i) in substantial conformity with the 8-K Filings and (ii) as is required by applicable law and regulations (provided that in the 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 transactions so described in such 8-K Filings). Without the prior written consent of any applicable Investor, neither the Company nor any of its Subsidiaries shall disclose the name of such Investor in any filing, announcement, release or otherwise, except as may be required by applicable law and regulations.

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 first (1st) Business Day immediately following after the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and ensure that Parent shall substantially contemporaneously (ii) no later than close of business on such Business Day, file with the SEC a Current Report on Form 8-K (including all exhibits theretoattaching this Agreement, the “Disclosure Document” Certificate of Designation and the actual 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 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/or and Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits K. The Company shall use its commercially reasonable efforts to such Disclosure Documentnot, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor shall be in possession cause each of any material non-public information received from the Company, its subsidiaries or any Subsidiaries and its and each of their respective officers, directors, affiliates, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreementand agents, the Company shall not to, provide any Purchaser (other than Purchasers who are directors or officers of the Investors or their respective affiliates, attorneys, agents or representatives Company) with any material material, non-public information regarding the Company or Parent or their respective securities any of its Subsidiaries from and after the Disclosure Time except Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant to the immediately 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 by between such InvestorPurchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Investors each of such Purchaser will rely (in their own discretion) on the foregoing representations, covenants and agreements in effecting transactions in securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii)Company.

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously and/or file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement Company disclosed to the Investors prior to the Disclosure TimeInvestors. Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii).

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided thatof this Agreement, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching the form of this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material non-public information concerning the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement Company disclosed to the Investors prior to the Disclosure TimeInvestors. Following the filing of the Disclosure TimeDocument, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, concerning the Company shall not provide any of disclosed to the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding by the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investorits representatives. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under the foregoing clauses (i) and (ii).

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof (provided that, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously and/or file with the SEC a Current Report on Form 8-K (K, including all exhibits thereto, thereto (the “Transaction Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Transaction Disclosure Document; provided that, and (ii) notwithstanding the foregoing, with respect to the Clinical Trial Update, the Company shall, by 9:00 a.m., New York City time, on November 12, 2024, file with the SEC a Current Report on Form 8-K disclosing all material non-public information concerning the Company, the transactions contemplated hereby Clinical Trial Update or the transactions contemplated by the Merger Agreement otherwise disclosed to the Investors prior to (the actual time of such Current Report on Form 8-K, the “Disclosure Time”). Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). Notwithstanding anything in this Agreement, the Company shall not provide any of the Investors or their respective affiliates, attorneys, agents or representatives with any material non-public information regarding the Company or Parent or their respective securities from and after the Disclosure Time except as otherwise agreed by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements representation in effecting securities transactions. 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 in any marketing materials (whether or not made publicly available), press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) 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 with the SEC or pursuant to other routine proceedings of regulatory authorities, 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 Nasdaq Global Market, provided that the Company shall use commercially reasonable efforts to provide the Investors with prior written notice of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and (ii).

Disclosure of Transactions. The Company shall, by 9:00 a.m., New York City time, on or prior to the first fourth (1st4th) Business Day business day immediately following the date hereof (provided thathereof, if this Agreement is executed between midnight and 9:00 a.m., New York City time on any Business Day, no later than 9:01 a.m. on the date hereof), issue a press release and ensure that Parent shall substantially contemporaneously file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure Document” and the actual filing of such press release and/or Current Report on Form 8-K, the “Disclosure Time”) disclosing (i) all material terms of the transactions contemplated hereby and hereby, by the other Transaction Agreements (and attaching this Agreement and the other Transaction Agreements including as exhibits to such Current Report on Form 8-K the material Transaction Agreements (including, without limitation, this Agreement, the form-of Pre-Funded Warrant and the Registration Rights Agreement)). Upon the filing of the Disclosure Document, and (ii) all material non-public information concerning to the knowledge of the Company, the transactions contemplated hereby or the transactions contemplated by the Merger Agreement disclosed to the Investors prior to the Disclosure Time. Following the Disclosure Time, no Investor Purchaser 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 Disclosure Document unless otherwise specifically agreed in writing by such Purchaser. In addition, effective upon the filing of the Disclosure 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 Agreements, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or agents (including affiliates, on the Placement Agents). Notwithstanding anything in this Agreementone hand, the Company shall not provide and any of the Investors Purchasers or any of their respective affiliatesofficers, attorneysdirectors, agents agents, employees or representatives with any material non-public information regarding investment advisers, on the Company or Parent or their respective securities from and after the Disclosure Time except as other hand, shall terminate unless otherwise specifically agreed in writing by such Investor. The Company understands and confirms that the Investors will rely on the foregoing representations, covenants and agreements in effecting securities transactionsPurchaser. 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 in any marketing materials (whether or not made publicly available), press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement, which shall be subject to review of the Investors in accordance with the terms of the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) 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 (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 Nasdaq Global MarketNasdaq, provided that in which case the Company shall use commercially reasonable efforts to will provide the Investors Purchaser with prior written notice (including by e-mail) of and a reasonable opportunity to review such disclosure permitted under foregoing clauses (i) and this clause (ii).