Common use of Securities Law Disclosure; Publicity Clause in Contracts

Securities Law Disclosure; Publicity. The Company shall on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day following the execution date hereof issue a press release reasonably acceptable to the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file a Current Report on Form 8-K with the Commission (the “8-K Filing”) describing the terms of the transactions contemplated by this Agreement and including as exhibits to such 8-K Filing this Agreement, in the form required by the Exchange Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by the Company of a press release and/Current Report on Form 8-K describing the transactions contemplated by the Subscription Agreements (the “Public Disclosure”), no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions).

Securities Law Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day immediately following the execution date hereof Initial Closing Date, issue a press release in form and substance reasonably acceptable to the Purchasers Investor disclosing definitive agreements have been executed and all the material terms of the transactions contemplated hereby. The Company shall file a press release within one hereby (1the “Initial Press Release”) Trading Day of the Closing and file (b) issue a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents as exhibits to such 8-K Filing this Agreementthereto, in within the form time required by the Exchange 1934 Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by of the Initial Press Release, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor as of such time by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are the Transaction Documents. The Company shall, on or before 9:00 a.m. (New York City time) on the Trading Day immediately following the Additional Closing Notice Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor (the “Additional Press Release”). From and after the issuance of the Additional Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company as described in this Section 9or any of its subsidiaries, such Purchaser will maintain the confidentiality or any of all disclosures made to it their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions (including contemplated thereby, prior to the existence issuance, filing or public disclosure thereof, and terms the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such transactions)disclosure contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Securities Law Disclosure; Publicity. The Company shall shall, by 8:00 a.m. (Eastern time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day business day immediately following the execution date hereof hereof, issue a press release reasonably acceptable to the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file a Current Report on Form 8-K with disclosing the Commission (the “8-K Filing”) describing the material terms of the transactions contemplated by hereby, and including the form of this Agreement and including as exhibits to such 8-K Filing this Agreement, in an exhibit thereto (the form required by the Exchange Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii“Current Report”). From and after the issuance by of the Current Report, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed Agreement. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investor (as determined in the reasonable good faith judgment of the Investor) without the Investor’s consent, (i) the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and (ii) in addition to any other remedy provided herein or in the Note or Warrant, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the Company as described that it believes it has received information that constitutes material, non-public information, the Company shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in this Section 9, such Purchaser will maintain periodic reports filed with the confidentiality of all disclosures made to Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with such transactions (including the existence and terms of such transactions)a previous filing.

Securities Law Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day immediately following the execution date hereof Initial Closing Date, issue a press release in form and substance reasonably acceptable to the Purchasers Investor disclosing definitive agreements have been executed and all the material terms of the transactions contemplated hereby. The Company shall file a press release within one hereby (1the "Initial Press Release") Trading Day of the Closing and file (b) issue a Current Report on Form 8-K with the Commission (the “8-K Filing”"Current Report") describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents as exhibits to such 8-K Filing this Agreementthereto, in within the form time required by the Exchange 1934 Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by of the Initial Press Release, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are the Transaction Documents. The Company shall, on or before 9:00 a.m. (New York City time) on the Trading Day immediately following the Additional Closing Notice Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor and that the Additional Closing has occurred (the "Additional Press Release"). From and after the issuance of the Additional Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company as described in this Section 9or any of its Subsidiaries, such Purchaser will maintain the confidentiality or any of all disclosures made to it their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor's sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor's consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions (including contemplated thereby, prior to the existence issuance, filing or public disclosure thereof, and terms the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such transactions)disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Securities Law Disclosure; Publicity. The Company shall shall, by 8:00 a.m. (Chicago time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day business day immediately following the execution date hereof hereof, issue a press release reasonably acceptable to the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file a Current Report on Form 8-K with disclosing the Commission (the “8-K Filing”) describing the material terms of the transactions contemplated by hereby, and including the form of this Agreement and including as exhibits to such 8-K Filing this Agreement, in an exhibit thereto (the form required by the Exchange Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii“Current Report”). From and after the issuance by of the Current Report, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed Agreement. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investor (as determined in the reasonable good faith judgment of the Investor) without the Investor’s consent, (i) the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and (ii) in addition to any other remedy provided herein or in the Note or Warrant, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the Company as described that it believes it has received information that constitutes material, non-public information, the Company shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in this Section 9, such Purchaser will maintain periodic reports filed with the confidentiality of all disclosures made to Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with such transactions (including the existence and terms of such transactions)a previous filing.

Securities Law Disclosure; Publicity. The (i) No later than 9:30 am (EDT) on the fourth Trading Day after the date hereof, the Company shall on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day following the execution date hereof issue a press release reasonably acceptable to the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents required to be included in such Current Report as exhibits to such 8-K Filing this Agreement, in the form required by the Exchange Actthereto. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) represents to the extent such disclosure is required by lawLenders that, request as of the staff issuance of the SEC or of any regulatory agency or principal trading market regulationsfirst such Current Report, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by the Company of a press release and/Current Report on Form 8-K describing the transactions contemplated by the Subscription Agreements (the “Public Disclosure”), no Purchaser shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Company Lenders, if any, as of such time by the Company, or any of its respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed the Transaction Documents. The Company shall afford each Lender and such Lxxxxx’s counsel with a reasonable opportunity to review and comment upon, shall consult with them on the form and substance of, and shall give due consideration to all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company as described relating to such Lender, the Transaction Documents and/or the transactions contemplated by any Transaction Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Lender shall reasonably object, unless required by law. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in this Section 9, such Purchaser will maintain periodic reports filed with the confidentiality of all disclosures made to SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with such transactions (including a previous filing. Notwithstanding the existence and terms foregoing, the Company shall not publicly disclose the name of any Lender, or include the name of any Lender in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such transactionsLender, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Lenders with prior notice of such disclosure permitted under this clause (b).

Securities Law Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day immediately following the execution date hereof hereof, issue a press release in form and substance reasonably acceptable to the Purchasers Investor disclosing definitive agreements have been executed and all the material terms of the transactions contemplated hereby. The Company shall file a press release within one hereby (1the “Press Release”) Trading Day of the Closing and file (b) issue a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents as exhibits to such 8-K Filing this Agreementthereto, in within the form time required by the Exchange 1934 Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by of the Press Release, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company as described acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in this Section 9the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such Purchaser will maintain material, non-public information. The Company shall afford the confidentiality Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of all disclosures made the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with such transactions (including the existence and terms of such transactions)a previous filing.

Securities Law Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day immediately following the execution date hereof Closing Date, issue a press release in form and substance reasonably acceptable to the Purchasers Investor disclosing definitive agreements have been executed and all the material terms of the transactions contemplated hereby. The Company shall file a press release within one hereby (1the “Press Release”) and (b) by the fourth Trading Day of Date following the Closing and file Date, issue a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents as exhibits to such 8-K Filing this Agreementthereto, in within the form time required by the Exchange 1934 Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by of the Press Release, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor as of such time by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed the Transaction Documents. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the Securities Exchange Act of 1934, as described in this Section 9, such Purchaser will maintain amended (the confidentiality of all disclosures made to “1934 Act”) if it shall have previously provided the same disclosure for review in connection with such transactions (including the existence and terms of such transactions)a previous filing.

Securities Law Disclosure; Publicity. The By 9:00 a.m., New York City time, on the trading day immediately following the Initial Closing, the Company shall on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day following the execution date hereof issue a press release reasonably acceptable to (the Purchasers “Press Release”) disclosing definitive agreements have been executed and all material terms of the transactions contemplated herebyOffering. The Company shall will also file a press release within one (1) Trading Day of the Closing and file a Current Report on Form Super 8-K with the Commission (the “8-K Filing”) describing the terms of the transactions contemplated by this Agreement and including as exhibits to such Super 8-K Filing K, the material Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable following the closing date of the Merger but in no event more than four (4) Business Days following the closing date of the Merger. Notwithstanding the foregoing, in the form required by the Exchange Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by filing of the Company of a press release and/Current Report on Form Super 8-K describing the transactions contemplated by the Subscription Agreements (the “Public Disclosure”)K, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents in connection with the Offering that is not disclosed in the Public Disclosure Super 8-K unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such informationinformation or is otherwise subject to confidentiality restrictions. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions). In addition, the Purchaser acknowledges that it is aware that the United States securities laws generally prohibit any person who is in possession of material nonpublic information about a public company such as the Company from purchasing or selling securities of such company. The provisions of this Section 9 are in addition to and not in replacement of any other confidentiality agreement between the Company and the Purchaser.

Securities Law Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day immediately following the execution date hereof Initial Closing Date, issue a press release in form and substance reasonably acceptable to the Purchasers Investor disclosing definitive agreements have been executed and all the material terms of the transactions contemplated hereby. The Company shall file a press release within one hereby (1the “Initial Press Release”) Trading Day of the Closing and file (b) issue a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents as exhibits to such 8-K Filing this Agreementthereto, in within the form time required by the Exchange 1934 Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by of the Initial Press Release, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are the Transaction Documents. The Company shall, on or before 9:00 a.m. (New York City time) on the Trading Day immediately following each Additional Closing Notice Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor (an “Additional Press Release”). From and after the issuance of an Additional Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company as described in this Section 9or any of its Subsidiaries, such Purchaser will maintain the confidentiality or any of all disclosures made to it their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions (including contemplated thereby, prior to the existence issuance, filing or public disclosure thereof, and terms the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such transactions)disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Securities Law Disclosure; Publicity. The Company shall shall, by 9:00 A.M., New York City time, on the first (1st) Business Day immediately following the date of this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day following the execution date hereof “Disclosure Time”), issue a press release reasonably acceptable to or file with the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file SEC a Current Report on Form 8-K with the Commission (the “8-K FilingDisclosure Document”) describing the disclosing all material terms of the transactions contemplated by this Agreement and including as exhibits to such 8-K Filing this Agreement, in the form required by the Exchange Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by the Company of a press release and/Current Report on Form 8-K describing the transactions contemplated by hereby and thereby, the Subscription Agreements (transaction and any other material, nonpublic information that the “Public Disclosure”)Company or any of its representatives, affiliates, officers, directors, or employees or agents, including, without limitation, the Placement Agents, has provided to Purchaser or any of Purchaser’s affiliates, attorneys, agents or representatives at any time prior to the issuance or filing of the Disclosure Document. Upon the issuance of the Disclosure Document, no Purchaser nor any of Purchaser’s affiliates, attorneys, agents and representatives shall be in possession of any material, non-public information received from the Company, any subsidiary of the Company or any of its their respective representatives, affiliates, officers, directors, or employees or agents that is not disclosed in agents, and including, without limitation, the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such informationPlacement Agents. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by earlier of (i) the Company as described in this Section 9Disclosure Time and (ii) the issuance or filing of the Disclosure Document, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions this transaction (including the existence and terms of this transaction). Upon the earlier of (i) the Disclosure Time and (ii) the issuance or filing of the Disclosure Document, Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company, any subsidiary of the Company or any of their respective representatives, affiliates, officers, directors, employees or agents, including, without limitation, the Placement Agents. The Company understands and confirms that the Purchaser and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Company. Notwithstanding anything in this Agreement to the contrary, the Company (i) shall not publicly disclose the name of Purchaser or any of its affiliates or advisers, or include the name of Purchaser or any of its affiliates or advisers in any press release, without the prior written consent of Purchaser and (ii) shall not publicly disclose the name of Purchaser or any of its affiliates or advisers, or include the name of Purchaser or any of its affiliates or advisers in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of Purchaser, except (A) as required by the federal securities laws, rules or regulations and (B) to the extent such transactionsdisclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of the Principal Trading Market, in which case of clause (A) or (B), the Company shall provide Purchaser with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Purchaser regarding such disclosure.

Securities Law Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day immediately following the execution date hereof Closing Date, issue a press release in form and substance reasonably acceptable to the Purchasers Investor disclosing definitive agreements have been executed and all the material terms of the transactions contemplated hereby. The Company shall file a press release within one hereby (1the “Press Release”) Trading Day of the Closing and file (b) issue a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents as exhibits to such 8-K Filing this Agreementthereto, in within the form time required by the Exchange 1934 Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by of the Press Release, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company as described acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in this Section 9the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such Purchaser will maintain material, non-public information. The Company shall afford the confidentiality Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of all disclosures made the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with such transactions (including the existence and terms of such transactions)a previous filing.

Securities Law Disclosure; Publicity. The Company shall by 9:00 a.m. (New York City time) on the date this Agreement is executed third (but in no event later than 8:30am EST on the one (13rd) Trading Day immediately following the execution date hereof Initial Closing Date, issue a press release reasonably acceptable to the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents as exhibits to such 8-K Filing this Agreementthereto, in within the form time required by the Exchange 1934 Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by of the Current Report, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor as of such time by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are the Transaction Documents. The Company shall, on or before 9:00 a.m. (New York City time) on the Trading Day immediately following the Additional Closing Notice Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor (the “Additional Press Release”). From and after the issuance of the Additional Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company as described in this Section 9or any of its subsidiaries, such Purchaser will maintain the confidentiality or any of all disclosures made to it their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions (including contemplated thereby, prior to the existence issuance, filing or public disclosure thereof, and terms the Company shall not issue, file or publicly disclose any such information to which the Investor shall reasonably object. For the avoidance of doubt, the Company shall not be required to submit for review any such transactions)disclosure contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Securities Law Disclosure; Publicity. The (i) No later than 9:30 am (EDT) on the second Trading Day after the date hereof, the Company shall on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day following the execution date hereof issue a press release reasonably acceptable to the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Documents required to be included in such Current Report as exhibits thereto. The Company represents to the Purchasers that, as of the issuance of the first such Current Report, the Company shall have publicly disclosed all material, non-public information delivered to the Purchasers, if any, as of such time by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall afford each Purchaser and Pxxxx Cxxxxxx as Purchasers’ counsel with a reasonable opportunity to review and comment upon, shall consult with them on the form and substance of, and shall give due consideration to all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such 8-K Filing this AgreementPurchaser, in the form Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall reasonably object, unless required by law. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the SEC under the Exchange ActAct if it shall have previously provided the same disclosure for review in connection with a previous filing. The Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC Commission or any regulatory agency or principal trading marketTrading Market, without the prior written consent of such Purchaser, except except: (ia) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or Commission and (iib) to the extent such disclosure is required by law, request of the staff of the SEC law or of any regulatory agency or principal trading market Trading Market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by the Company of a press release and/Current Report on Form 8-K describing the transactions contemplated by the Subscription Agreements (the “Public Disclosure”), no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactionsb).

Securities Law Disclosure; Publicity. The Company shall (i) No later than 9:30 am on the date this Agreement is executed fourth (but in no event later than 8:30am EST on the one (14th) Trading Day following after the execution date hereof issue a press release reasonably acceptable to hereof, the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file issue a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. The Company represents to the Purchasers that, as of the issuance of the first such Current Report, the Company shall have publicly disclosed all material, non-public information delivered to the Purchasers, if any, as of such time by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall afford each Purchaser and Xxxx as Purchasers’ counsel with a reasonable opportunity to review and comment upon, shall consult with them on the form and substance of, and shall consider in good faith all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such 8-K Filing this AgreementPurchaser, in the form Transaction Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall reasonably object, unless required by law. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the SEC under the Exchange ActAct if it shall have previously provided the same or substantially the same disclosure for review in connection with a previous filing. The Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading marketTrading Market, without the prior written consent of such Purchaser, except except: (ia) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or and (iib) to the extent such disclosure is required by law, request of the staff of the SEC law or of any regulatory agency or principal trading market Trading Market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by the Company of a press release and/Current Report on Form 8-K describing the transactions contemplated by the Subscription Agreements (the “Public Disclosure”), no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactionsb).

Securities Law Disclosure; Publicity. The Company shall (i) No later than 9:30 am (EDT) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) second Trading Day following after the execution date hereof issue a press release reasonably acceptable to the Purchasers disclosing definitive agreements have been executed and all material terms after each closing of the transactions contemplated hereby. The , the Company shall file a press release within one (1) Trading Day of the Closing and file issue a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Documents required to be included in such Current Report as exhibits thereto. The Company represents to the Purchasers that, as of the issuance of the first such Current Report, the Company shall have publicly disclosed all material, non-public information delivered to the Purchasers, if any, as of such time by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall afford each Purchaser and its counsel with a reasonable opportunity to review and comment upon, shall consult with each Purchaser and its counsel on the form and substance of, and shall give due consideration to all such comments from each Purchaser and its counsel on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such 8-K Filing this AgreementPurchaser, in the form Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall reasonably object, unless required by law. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the SEC under the Exchange ActAct if it shall have previously provided the same disclosure for review in connection with a previous filing. The Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC Commission or any regulatory agency or principal trading marketTrading Market, without the prior written consent of such Purchaser, except except: (ia) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or Commission and (iib) to the extent such disclosure is required by law, request of the staff of the SEC law or of any regulatory agency or principal trading market Trading Market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by the Company of a press release and/Current Report on Form 8-K describing the transactions contemplated by the Subscription Agreements (the “Public Disclosure”), no Purchaser shall be in possession of any material, non-public information received from the Company or any of its respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactionsb).

Securities Law Disclosure; Publicity. The Company shall (a) by 9:30 a.m. (New York City time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day immediately following the execution date hereof Closing Date, issue a press release in form and substance reasonably acceptable to the Purchasers Investor disclosing definitive agreements have been executed and all the material terms of the transactions contemplated hereby. The Company shall file a press release within one hereby (1the “Press Release”) Trading Day of the Closing and file (b) issue a Current Report on Form 8-K with the Commission (the “8-K FilingCurrent Report”) describing disclosing the material terms of the transactions contemplated by this Agreement hereby, and including the Transaction Documents as exhibits to such 8-K Filing this Agreementthereto, in within the form time required by the Exchange 1934 Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by of the Press Release, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor as of such time by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed the Transaction Documents. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company as described relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall reasonably object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in this Section 9, such Purchaser will maintain periodic reports filed with the confidentiality of all disclosures made to Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with such transactions (including the existence and terms of such transactions)a previous filing.

Securities Law Disclosure; Publicity. The Company shall shall, at or prior to 8:30 a.m., Eastern Time, on the first day following the date of this Agreement is executed (but in no event later than 8:30am EST on which trading occurs on the one (1) Trading Day following the execution date hereof NASDAQ Stock Market, issue a press release reasonably acceptable to the Purchasers Purchasers’ Representative (assuming the Purchasers’ Representative has timely responded to any request for review in order to enable the Company to meet such deadline) disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The No later than the fourth Business Day after the signing of this Agreement, the Company shall file a press release within one (1) Trading Day of the Closing and file a Current Report on Form 8-K with the Commission SEC (the “8-K Filing”) describing the terms of the transactions contemplated by this Agreement and including as exhibits to such 8-K Filing this Agreementhereby, in the form required by the Exchange Act. The Company shall not publicly disclose file this Agreement as an exhibit to the name Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 or if it so chooses, as an exhibit to the 8-K Filing. Thereafter, the Company shall timely file any filings and notices required by the SEC or the NASD with respect to the transactions contemplated hereby. The Company and the Purchasers’ Representative shall consult with each other in issuing any other press releases or statements made with the intent of widespread public dissemination with respect to the transactions contemplated hereby, and none of the Company or any Purchaser shall issue any such press release or an Affiliate otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or include without the name of any Purchaser or an Affiliate of any Purchaser in prior consent the Majority Purchasers, with respect to any press release of the Company, in each case which consent shall not unreasonably be withheld, delayed or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, conditioned and except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such press release or disclosure is required by law, request of the staff of the SEC regulations or of any regulatory agency forms or principal trading market NASD regulations, in which case the Company disclosing party shall use its reasonable efforts to provide the Purchasers other party with prior written notice of such disclosure permitted under this sub-clause (ii)disclosure. From In furtherance of the foregoing, but not in limitation thereof, the parties acknowledge and after the issuance by the Company of a press release and/Current Report on Form 8-K describing the transactions contemplated by the Subscription Agreements (the “Public Disclosure”), no Purchaser agree that either party shall be entitled to name both the other party and the Devco in possession of any materialprivate conference or presentation, non-public information received from the Company or any of its respective officers, directors, employees or agents that is not disclosed including marketing materials to prospective investors in the Public Disclosure unless a Purchaser shall have executed a written agreement case of ECP and to respond to questions (even in public conferences or presentations) regarding such Person, based on information already in the confidentiality and use of such information. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions)public domain.

Securities Law Disclosure; Publicity. The Company shall shall, by 8:00 a.m. (Chicago time) on or before the date this Agreement is executed fourth (but in no event later than 8:30am EST on the one (14th) Trading Day business day immediately following the execution date hereof Effective Date, issue a press release reasonably acceptable to the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file a Current Report on Form 8-K with disclosing the Commission (the “8-K Filing”) describing the material terms of the transactions contemplated by hereby, and including the form of this Agreement and including as exhibits to such 8-K Filing this Agreement, in an exhibit thereto (the form required by the Exchange Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii“Current Report”). From and after the issuance by of the Current Report, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed Agreement. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the Effective Date without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investor (as determined in the reasonable good faith judgment of the Investor) without the Investor’s consent, (i) the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and (ii) in addition to any other remedy provided herein or in the Note or Warrant, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the Company as described that it believes it has received information that constitutes material, non-public information, the Company shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in this Section 9, such Purchaser will maintain periodic reports filed with the confidentiality of all disclosures made to Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with such transactions (including the existence and terms of such transactions)a previous filing.

Securities Law Disclosure; Publicity. The Company shall shall, by 9:00 a.m. (New York City time) on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day immediately following the execution date hereof Closing Date, issue a press release reasonably acceptable to Current Report on Form 6-K disclosing the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day , and including the form of the Closing and file a Current Report on Form 8-K with the Commission this Agreement as an exhibit thereto (the “8-K FilingCurrent Report”) describing the terms of the transactions contemplated by this Agreement and including as exhibits to such 8-K Filing this Agreement, in the form required by the Exchange Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this sub-clause (ii). From and after the issuance by of the Current Report, the Company of a press release and/Current Report on Form 8-K describing represents to the transactions contemplated by Investor that the Subscription Agreements (the “Public Disclosure”), no Purchaser Company shall be in possession of any have publicly disclosed all material, non-public information received from delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in the Public Disclosure unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly connection with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed Agreement. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investor (as determined in the reasonable good faith judgment of the Investor) without the Investor’s consent, (i) the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and (ii) in addition to any other remedy provided herein or in the Warrant, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the Company as described that it believes it has received information that constitutes material, non-public information, the Company shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, shareholders or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of this Section 9Agreement, the Warrant or the transactions contemplated hereby or thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such Purchaser will maintain information to which the confidentiality Investor shall object. For the avoidance of all disclosures made doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with such transactions (including the existence and terms of such transactions)a previous filing.