Common use of Material Confidential Information Clause in Contracts

Material Confidential Information. In connection with the Investor’s decision-making with respect to its acquisition of the Shares, the Company may furnish to the Investor and its officers, directors, employees and agents, if applicable (collectively referred to as “Investor and its Agents”) financial and other information which has not theretofore been made available to the public (“Material Confidential Information”). The Investor and its Agents shall treat all such Material Confidential Information in accordance with the provisions of this Agreement and agree to take or abstain from taking certain other actions herein set forth. The term “Material Confidential Information” does not include information which (i) was already in the Investor and its Agents’ possession prior to the disclosure by the Company of the Material Confidential Information, provided that such information is not known by the Investor and its Agents to be subject to another confidentiality agreement with or other obligation of secrecy to the Company or another party, (ii) becomes generally available to the public other than as a result of disclosure by the Investor and its Agents or (iii) becomes available to the Investor and its Agents on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not known to the Investor and its Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Investor agrees that the Company’s Material Confidential Information will be used solely for the purposes of evaluating its investment in the Shares. The Investor also agrees that the Investor and its Agents will not disclose any of the Company’s Material Confidential Information now or hereafter received or obtained from the Company or its representatives to any third party or otherwise use or permit the use of the Material Confidential Information, except as required by applicable law or legal process, without the prior written consent of the Company; provided, however, that any such Material Confidential Information of the Company may be disclosed to such of the Investor’s representatives who need to know such information for the purpose of evaluating the Investor’s investment in the Shares, in which case it is understood that the Investor’s representatives, directors, officers, employees, agents and advisors, if applicable, shall be informed by the Investor of the confidential nature of such information and shall be directed by the Investor to treat such information confidentially. In the event that the Investor and its Agents or any of their representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or rules and regulations under the federal securities laws or similar process) to disclose any of the Material Confidential Information, the Investor and its Agents shall provide the Company with prompt prior written notice of such requirement prior to such disclosure. In the event that a protective order or other remedy is not obtained, or that the Company waives compliance with the provisions hereof, the Investor agrees to furnish only that portion of the Material Confidential Information which the Investor is legally required to furnish and, where appropriate, to exercise the Investor’s and its Agents’ reasonable efforts to obtain assurances that confidential treatment will be accorded such Material Confidential Information. The Investor further agrees that it will not engage in any open market sales or purchases of the Company’s Common Stock, including the Shares, while it is in possession of any Material Confidential Information.

Material Confidential Information. (i) In connection with the Investor’s Purchasers' decision-making with respect to its their acquisition of the Shares, the Company may furnish has furnished to the Investor Purchasers and its their officers, directors, employees and agents, if applicable agents (collectively referred to as “Investor and its Agents”"PURCHASERS AND AGENTS") financial and other information which has not theretofore been made available to the public (“Material Confidential Information”"MATERIAL CONFIDENTIAL INFORMATION"). The Investor Purchasers and its Agents may also receive Material Confidential Information of the Company in the future. Pursuant to a Nondisclosure Agreement dated March 5, 1999, the Purchasers have agreed to refrain from disclosing such information pursuant to the terms and conditions of such agreement. The Company and the Purchasers wish to replace the confidentiality obligations of the parties set forth in such agreement with those provided herein. Therefore, the Purchasers and Agents shall treat all such Material Confidential Information in accordance with the provisions of this Agreement agreement and agree to take or abstain from taking certain other actions herein set forth. The term “"Material Confidential Information” " does not include information which (i) was already in the Investor and its Purchasers' or Agents’ ' possession prior to the disclosure by the Company of the Material Confidential Information, provided that such information is not known by the Investor Purchasers and its Agents to be subject to another confidentiality agreement with or other obligation of secrecy to the Company or another party, (ii) becomes generally available to the public other than as a result of disclosure by the Investor and its Purchasers or Agents or (iii) becomes available to the Investor and its Agents you on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not known to the Investor and its Purchasers or Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Investor agrees Purchasers agree that the Company’s 's Material Confidential Information will be used solely for the purposes purpose of evaluating its investment in monitoring the Purchasers' holdings of the Shares. The Investor Purchasers also agrees agree that the Investor Purchasers and its Agents will not disclose any of the Company’s 's Material Confidential Information now or hereafter received or obtained from the Company or its representatives to any third party or otherwise use or permit the use of the Material Confidential Information, except as required by applicable law or legal process, without the prior written consent of the Company; provided, however, that any such Material Confidential Information of the Company may be disclosed to such of the Investor’s Purchasers' representatives who need to know such information for the purpose of evaluating monitoring the Investor’s Purchasers' investment in the Shares, ; in which case it is understood that the Investor’s Purchasers' representatives, directors, officers, employees, agents and advisors, if applicable, advisors shall be informed by the Investor Purchasers of the confidential nature of such information and shall be directed by the Investor Purchasers to treat such information confidentially. In the event that the Investor Purchasers and its Agents or any of their representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or rules and regulations under the federal securities laws or similar process, but not pursuant to laws and regulations which Purchasers and Agents are subject to as a result of being an affiliate of a national bank) to disclose any of the Material Confidential Information, the Investor Purchasers and its Agents shall provide the Company with prompt prior written notice of such requirement prior to such disclosure. In the event that a protective order or other remedy is not obtained, or that the Company waives compliance with the provisions hereof, the Investor each Purchaser agrees to furnish only that portion of the Material Confidential Information which the Investor such Purchaser is legally required to furnish and, where appropriate, to exercise the Investor’s Purchasers' and its Agents’ ' reasonable efforts to obtain assurances that confidential treatment will be accorded such Material Confidential Information. The Investor further agrees that it will not engage in any open market sales or purchases of the Company’s Common Stock, including the Shares, while it is in possession of any Material Confidential Information.

Material Confidential Information. (i) In connection with the InvestorPurchaser’s decision-making with respect to its their acquisition or conversion of the Shares, Note the Company may furnish to the Investor Purchaser and its officers, directors, employees and agents, if applicable (collectively referred to as “Investor Purchaser and its Agents”) financial and other information which has not theretofore been made available to the public (“Material Confidential Information”). The Investor Purchaser and its Agents shall treat all such Material Confidential Information in accordance with the provisions of this Agreement and agree to take or abstain from taking certain other actions herein set forth. The term “Material Confidential Information” does not include information which (i) was already in the Investor and its Purchasers’ or Agents’ possession prior to the disclosure by the Company of the Material Confidential Information, provided that such information is not known by the Investor Purchaser and its Agents to be subject to another confidentiality agreement with or other obligation of secrecy to the Company or another party, (ii) becomes generally available to the public other than as a result of disclosure by the Investor and its Purchasers or Agents or (iii) becomes available to the Investor Purchaser and its Agents on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not known to the Investor and its Purchasers or Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Investor Purchaser agrees that the Company’s Material Confidential Information Information, including, without limitation, the Company’s financial condition and the progress and conduct of the Company’s business and operations, will be used solely for the purposes purpose of evaluating its investment in monitoring the Purchaser’s holdings of the Note, the conversion of the Note, and monitoring of the Purchaser’s holding of the Conversion Shares. The Investor Purchaser also agrees that the Investor Purchaser and its Agents will not disclose any of the Company’s Material Confidential Information now or hereafter received or obtained from the Company or its representatives to any third party or otherwise use or permit the use of the Material Confidential Information, except as permitted herein or as required by applicable law or legal process, without the prior written consent of the Company; provided, however, that any such Material Confidential Information of the Company may be disclosed to such of the InvestorPurchaser’s representatives who need to know such information for the purpose of evaluating monitoring the InvestorPurchaser’s investment in the Note and the Conversion Shares, in which case it is understood that the InvestorPurchaser’s representatives, directors, officers, employees, agents and advisors, if applicable, shall be informed by the Investor Purchaser of the confidential nature of such information and shall be directed by the Investor Purchaser to treat such information confidentially. In the event that the Investor Purchaser and its Agents or any of their representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or rules and regulations under the federal securities laws or similar process) to disclose any of the Material Confidential Information, the Investor Purchaser and its Agents shall provide the Company with prompt prior written notice of such requirement prior to such disclosure. In the event that a protective order or other remedy is not obtained, or that the Company waives compliance with the provisions hereof, the Investor Purchaser agrees to furnish only that portion of the Material Confidential Information which the Investor Purchaser is legally required to furnish and, where appropriate, to exercise the InvestorPurchaser’s and its Agents’ reasonable efforts to obtain assurances that confidential treatment will be accorded such Material Confidential Information. The Investor further agrees that it will not engage in any open market sales or purchases of the Company’s Common Stock, including the Shares, while it is in possession of any Material Confidential Information.Convertible Note Purchase Agreement -2011_(PALIB2_5390848_5).DOC

Material Confidential Information. (i) In connection with the Investor’s Purchasers’ decision-making with respect to its their acquisition or conversion of the Shares, Notes the Company may furnish to the Investor Purchasers and its their officers, directors, employees and agents, if applicable (collectively referred to as “Investor and its AgentsPurchasers andAgents”) financial and other information which has not theretofore been made available to the public (“Material Confidential Information”). The Investor Purchasers and its Agents shall treat all such Material Confidential Information in accordance with the provisions of this Agreement and agree to take or abstain from taking certain other actions herein set forth. The term “Material Confidential Information” does not include information which (i) was already in the Investor and its Purchasers’ or Agents’ possession prior to the disclosure by the Company of the Material Confidential Information, provided that such information is not known by the Investor Purchasers and its Agents to be subject to another confidentiality agreement with or other obligation of secrecy to the Company or another party, (ii) becomes generally available to the public other than as a result of disclosure by the Investor and its Purchasers or Agents or (iii) becomes available to the Investor Purchasers and its Agents on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not known to the Investor and its Purchasers or Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Investor agrees Purchasers agree that the Company’s Material Confidential Information Information, including, without limitation, the Company’s financial condition and the progress and conduct of the Company’s business and operations, will be used solely for the purposes purpose of evaluating its investment in monitoring the Purchasers’ holdings of the Notes, the conversion of the Notes, and monitoring of the Purchasers’ holding of the Conversion Shares. The Investor Purchasers also agrees agree that the Investor Purchasers and its Agents will not disclose any of the Company’s Material Confidential Information now or hereafter received or obtained from the Company or its representatives to any third party or otherwise use or permit the use of the Material Confidential Information, except as permitted herein or as required by applicable law or legal process, without the prior written consent of the Company; provided, however, that any such Material Confidential Information of the Company may be disclosed to such of the Investor’s Purchasers’ representatives who need to know such information for the purpose of evaluating monitoring the Investor’s Purchasers’ investment in the Notes and the Conversion Shares, in which case it is understood that the Investor’s Purchasers’ representatives, directors, officers, employees, agents and advisors, if applicable, shall be informed by the Investor Purchasers of the confidential nature of such information and shall be directed by the Investor Purchasers to treat such information confidentially. In the event that the Investor Purchasers and its Agents or any of their representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or rules and regulations under the federal securities laws or similar process) to disclose any of the Material Confidential Information, the Investor Purchasers and its Agents shall provide the Company with prompt prior written notice of such requirement prior to such disclosure. In the event that a protective order or other remedy is not obtained, or that the Company waives compliance with the provisions hereof, the Investor each Purchaser agrees to furnish only that portion of the Material Confidential Information which the Investor such Purchaser is legally required to furnish and, where appropriate, to exercise the Investor’s Purchasers’ and its Agents’ reasonable efforts to obtain assurances that confidential treatment will be accorded such Material Confidential Information. The Investor further agrees that it will not engage in any open market sales or purchases of the Company’s Common Stock, including the Shares, while it is in possession of any Material Confidential Information.

Material Confidential Information. (i) In connection with the Investor’s Purchasers' decision-making with respect to its their acquisition of the Purchased Shares, the Company may furnish to the Investor Purchasers and its their officers, directors, employees and agents, if applicable (collectively referred to as “Investor "Purchasers and its Agents”") financial and other information which has not theretofore been made available to the public (“"Material Confidential Information”"). The Investor Purchasers and its Agents shall treat all such Material Confidential Information in accordance with the provisions of this Agreement and agree to take or abstain from taking certain other actions herein set forth. The term “"Material Confidential Information” " does not include information which (i) was already in the Investor and its Purchasers' or Agents’ ' possession prior to the disclosure by the Company of the Material Confidential Information, provided that such information is not known by the Investor Purchasers and its Agents to be subject to another confidentiality agreement with or other obligation of secrecy to the Company or another party, (ii) becomes generally available to the public other than as a result of disclosure by the Investor and its Purchasers or Agents or (iii) becomes available to the Investor Purchasers and its Agents on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not known to the Investor and its Purchasers or Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Investor agrees Purchasers agree that the Company’s 's Material Confidential Information will be used solely for the purposes purpose of evaluating its investment in monitoring the Purchasers' holdings of the Purchased Shares. The Investor Purchasers also agrees agree that the Investor Purchasers and its Agents will not disclose any of the Company’s 's Material Confidential Information now or hereafter received or obtained from the Company or its representatives to any third party or otherwise use or permit the use of the Material Confidential Information, except as required by applicable law or legal process, without the prior written consent of the Company; provided, however, that any such Material Confidential Information of the Company may be disclosed to such of the Investor’s Purchasers' representatives who need to know such information for the purpose of evaluating monitoring the Investor’s Purchasers' investment in the Purchased Shares, in which case it is understood that the Investor’s Purchasers' representatives, directors, officers, employees, agents and advisors, if applicable, shall be informed by the Investor Purchasers of the confidential nature of such information and shall be directed by the Investor Purchasers to treat such information confidentially. In the event that the Investor Purchasers and its Agents or any of their representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or rules and regulations under the federal securities laws or similar process) to disclose any of the Material Confidential Information, the Investor Purchasers and its Agents shall provide the Company with prompt prior written notice of such requirement prior to such disclosure. In the event that a protective order or other remedy is not obtained, or that the Company waives compliance with the provisions hereof, the Investor each Purchaser agrees to furnish only that portion of the Material Confidential Information which the Investor such Purchaser is legally required to furnish and, where appropriate, to exercise the Investor’s Purchasers' and its Agents’ ' reasonable efforts to obtain assurances that confidential treatment will be accorded such Material Confidential Information. The Investor further agrees that it will not engage in any open market sales or purchases of the Company’s Common Stock, including the Shares, while it is in possession of any Material Confidential Information.