Common use of Material Confidential Information Clause in Contracts

Material Confidential Information. (i) In connection with the Purchasers' decision-making with respect to their acquisition of the Shares, the Company has furnished to the Purchasers and their officers, directors, employees and agents (collectively referred to as "PURCHASERS AND AGENTS") financial and other information which has not theretofore been made available to the public ("MATERIAL CONFIDENTIAL INFORMATION"). The Purchasers and 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 and 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 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 Purchasers and 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 Purchasers or Agents or (iii) becomes available to 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 Purchasers or Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Purchasers agree that the Company's Material Confidential Information will be used solely for the purpose of monitoring the Purchasers' holdings of the Shares. The Purchasers also agree that the Purchasers and 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 Purchasers' representatives who need to know such information for the purpose of monitoring the Purchasers' investment in the Shares; in which case it is understood that the Purchasers' representatives, directors, officers, employees, agents and advisors shall be informed by the Purchasers of the confidential nature of such information and shall be directed by the Purchasers to treat such information confidentially. In the event that the Purchasers and 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 Purchasers and 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, each Purchaser agrees to furnish only that portion of the Material Confidential Information which such Purchaser is legally required to furnish and, where appropriate, to exercise the Purchasers' and Agents' reasonable efforts to obtain assurances that confidential treatment will be accorded such Material Confidential Information.

Material Confidential Information. (i) In connection with the Purchasers' ’ decision-making with respect to their acquisition or conversion of the Shares, Notes the Company has furnished may furnish to the Purchasers and their officers, directors, employees and agents agents, if applicable (collectively referred to as "PURCHASERS AND AGENTS"“Purchasers andAgents”) financial and other information which has not theretofore been made available to the public ("MATERIAL CONFIDENTIAL INFORMATION"“Material Confidential Information”). The Purchasers and 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 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 Purchasers and 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 Purchasers or Agents or (iii) becomes available to you Purchasers and 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 Purchasers or Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Purchasers agree that the Company's ’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 purpose of monitoring the Purchasers' ’ holdings of the Notes, the conversion of the Notes, and monitoring of the Purchasers’ holding of the Conversion Shares. The Purchasers also agree that the Purchasers and 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 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 Purchasers' ’ representatives who need to know such information for the purpose of monitoring the Purchasers' ’ investment in the Notes and the Conversion Shares; , in which case it is understood that the Purchasers' ’ representatives, directors, officers, employees, agents and advisors advisors, if applicable, shall be informed by the Purchasers of the confidential nature of such information and shall be directed by the Purchasers to treat such information confidentially. In the event that the Purchasers and 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 Purchasers and 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, each Purchaser agrees to furnish only that portion of the Material Confidential Information which such Purchaser is legally required to furnish and, where appropriate, to exercise the Purchasers' ’ and Agents' ’ reasonable efforts to obtain assurances that confidential treatment will be accorded such Material Confidential Information.

Material Confidential Information. (i) In connection with the Purchasers' Purchaser’s decision-making with respect to their acquisition or conversion of the Shares, Note the Company has furnished may furnish to the Purchasers Purchaser and their its officers, directors, employees and agents agents, if applicable (collectively referred to as "PURCHASERS AND AGENTS"“Purchaser and Agents”) financial and other information which has not theretofore been made available to the public ("MATERIAL CONFIDENTIAL INFORMATION"“Material Confidential Information”). The Purchasers and 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 Purchaser 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 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 Purchasers Purchaser and 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 Purchasers or Agents or (iii) becomes available to you Purchaser and 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 Purchasers or Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Purchasers agree Purchaser agrees that the Company's ’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 purpose of monitoring the Purchasers' Purchaser’s holdings of the Note, the conversion of the Note, and monitoring of the Purchaser’s holding of the Conversion Shares. The Purchasers Purchaser also agree agrees that the Purchasers Purchaser and 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 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 Purchasers' Purchaser’s representatives who need to know such information for the purpose of monitoring the Purchasers' Purchaser’s investment in the Note and the Conversion Shares; , in which case it is understood that the Purchasers' Purchaser’s representatives, directors, officers, employees, agents and advisors advisors, if applicable, shall be informed by the Purchasers Purchaser of the confidential nature of such information and shall be directed by the Purchasers Purchaser to treat such information confidentially. In the event that the Purchasers Purchaser and 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 Purchasers Purchaser and 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, each Purchaser agrees to furnish only that portion of the Material Confidential Information which such Purchaser is legally required to furnish and, where appropriate, to exercise the Purchasers' Purchaser’s and Agents' ’ reasonable efforts to obtain assurances that confidential treatment will be accorded such Material Confidential Information.. Convertible Note Purchase Agreement -2011_(PALIB2_5390848_5).DOC

Material Confidential Information. (i) In connection with the Purchasers' decision-making with respect to their acquisition of the Purchased Shares, the Company has furnished may furnish to the Purchasers and their officers, directors, employees and agents agents, if applicable (collectively referred to as "PURCHASERS AND AGENTSPurchasers and Agents") financial and other information which has not theretofore been made available to the public ("MATERIAL CONFIDENTIAL INFORMATIONMaterial Confidential Information"). The Purchasers and 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 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 Purchasers and 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 Purchasers or Agents or (iii) becomes available to you Purchasers and 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 Purchasers or Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Purchasers agree that the Company's Material Confidential Information will be used solely for the purpose of monitoring the Purchasers' holdings of the Purchased Shares. The Purchasers also agree that the Purchasers and 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 Purchasers' representatives who need to know such information for the purpose of monitoring the Purchasers' investment in the Purchased Shares; , in which case it is understood that the Purchasers' representatives, directors, officers, employees, agents and advisors advisors, if applicable, shall be informed by the Purchasers of the confidential nature of such information and shall be directed by the Purchasers to treat such information confidentially. In the event that the Purchasers and 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 Purchasers and 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, each Purchaser agrees to furnish only that portion of the Material Confidential Information which such Purchaser is legally required to furnish and, where appropriate, to exercise the Purchasers' and Agents' reasonable efforts to obtain assurances that confidential treatment will be accorded such Material Confidential Information.

Material Confidential Information. (i) In connection with the Purchasers' Investor’s decision-making with respect to their its acquisition of the Shares, the Company has furnished may furnish to the Purchasers Investor and their its officers, directors, employees and agents agents, if applicable (collectively referred to as "PURCHASERS AND AGENTS"“Investor and its Agents”) financial and other information which has not theretofore been made available to the public ("MATERIAL CONFIDENTIAL INFORMATION"“Material Confidential Information”). The Purchasers Investor and 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 its 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 Purchasers' or 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 Purchasers 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 Purchasers or Investor and its Agents or (iii) becomes available to you 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 Purchasers or Investor and its Agents to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. The Purchasers agree Investor agrees that the Company's ’s Material Confidential Information will be used solely for the purpose purposes of monitoring the Purchasers' holdings of evaluating its investment in the Shares. The Purchasers Investor also agree agrees that the Purchasers Investor 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 Purchasers' Investor’s representatives who need to know such information for the purpose of monitoring evaluating the Purchasers' Investor’s investment in the Shares; , in which case it is understood that the Purchasers' Investor’s representatives, directors, officers, employees, agents and advisors advisors, if applicable, shall be informed by the Purchasers Investor of the confidential nature of such information and shall be directed by the Purchasers Investor to treat such information confidentially. In the event that the Purchasers 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, 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 Purchasers 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, each Purchaser the Investor agrees to furnish only that portion of the Material Confidential Information which such Purchaser the Investor is legally required to furnish and, where appropriate, to exercise the Purchasers' 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.