Common use of Securities Laws Disclosure; Publicity Clause in Contracts

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereofDisclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other In addition, effective upon the issuance of such press releases with respect to the transactions contemplated herebyrelease, and neither the Company nor acknowledges and agrees that any Purchaser shall issue and all confidentiality or similar obligations under any such press release nor otherwise make any such public statement without the prior consent of agreement, whether written or oral, between the Company, with respect to any press release of its Subsidiaries or any Purchaserof their respective officers, directors, agents, employees or without Affiliates on the prior consent of each Purchaserone hand, with respect to and any press release of the Company, which consent shall not unreasonably be withheld Purchasers or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide any of their Affiliates on the other party with prior notice of such public statement or communicationhand, shall terminate. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall shall, to the extent permitted by law, provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including shall attach the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on shall no later than the 4th Trading Day immediately following after the date hereofClosing Date, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press releaseCurrent Report on Form 8-K to be filed in accordance with clause (i) of the preceding sentence, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any PurchaserPurchaser or its investment advisor, or include the name of any Purchaser or its investment advisor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) shall file a Current Report on the Trading Day immediately following the date hereof, issue a press release Form 8-K disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance filing of such press releaseForm 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 9:30 a.m. (New York City time) Eastern Time on the Trading Day immediately following the date hereofDate of Execution, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including a copy of this Note as an exhibit thereto, with the Transaction Documents as exhibits theretoSEC within the time required by the 1934 Act. From and after the issuance filing of such press release, the Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Holder by the Company Company, or any of its subsidiaries, or any of their respective officers, directors, employees employees, or agents in connection with the transactions contemplated by the Transaction Documentsthis Note. The Company and each Purchaser the Holder shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser the Holder shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaserthe Holder, or without the prior consent of each Purchaserthe Holder, with respect to any press release of the Company, none of which consent consents shall not be unreasonably be withheld or withheld, delayed, denied, or conditioned except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaserthe Holder, or include the name of any Purchaser the Holder in any filing with the Commission SEC or any regulatory agency or Trading Principal Market, without the prior written consent of such Purchaserthe Holder, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Principal Market regulations, in which case the Company shall provide the Purchasers Holder with prior notice of such disclosure permitted under hereunder. The Company agrees that this clause (b)is a material term of this Note and any breach of this Section 4.00(i) will result in a default of the Note.

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 9:30 a.m. (New York City time) on the Trading Business Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) within the time period prescribed by the Exchange Act, file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately Promptly following the date hereofClosing and in accordance with federal securities laws and regulations, issue the Company shall file a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, hereby and including filing the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company intends to and each Purchaser shall consult with each other in issuing any other may issue press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or hereby without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement, (B) the Current Report on Form 8-K required by this Section 4.3, (C) any filing required by the Commission, (D) any filing required by state securities laws and regulations as set forth in Section 4.5, and (E) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii). No Purchaser shall issue any press release or otherwise make any public statement with respect to the transactions contemplated hereby without the prior consent of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the Purchaser shall promptly provide the Company with prior notice of such public statement or communication.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading next Business Day immediately following the date hereofClosing Date, issue a press release with respect to the transactions contemplated hereby and by 8:30 a.m. New York City time on the third (3rd) Business Day following the Closing Date, issue a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, hereby and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser Buyer shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser Buyer shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any PurchaserBuyer, or without the prior consent of each PurchaserBuyer, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any PurchaserBuyer, or include the name of any Purchaser Buyer in any filing with the Commission or any regulatory agency or Trading Marketany market or exchange, without the prior written consent of such PurchaserBuyer, except (ai) 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 (including signature pages thereto) with the Commission SEC and (bii) to the extent such disclosure is required by law or Trading Market regulationsregulations of the Principal Market, in which case the Company shall provide the Purchasers Buyers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and a Current Report on Form 8-K including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information (if any) delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) time on the Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, hereby and including shall attach the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b). Notwithstanding any other term hereof to the contrary, so long as any Purchaser has any further rights hereunder, the Company shall be responsible for and shall promptly file, in consultation with and on behalf of the Holder, any and all required reports, notices and other filings that may be required under the Securities Act or related regulations with the Commission arising out of or related to the Purchaser’s rights and obligations hereunder or under any related agreement or instrument (whether executed before or after this Agreement) at the Company’s cost and expense.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and including shall attach the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) time on the second Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, hereby and including attaching the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Investors that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Investors by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser Investor shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any PurchaserInvestor, or without the prior consent of each PurchaserInvestor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any PurchaserInvestor, or include the name of any Purchaser Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such PurchaserInvestor, except except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including signature pages thereto) with the Commission SEC and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers Investors with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, shall by 8:30 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereofhereof file a Current Report on Form 8-K, issue a press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents transaction documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance filing of such press release8-K, the Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Holder by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentstransaction documents. The Company and each Purchaser the Holder shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser the Holder shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaserthe Holder, or without the prior consent of each Purchaserthe Holder, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaserthe Holder, or include the name of any Purchaser the Holder in any filing with the Commission or any regulatory agency or Trading Markettrading market, without the prior written consent of such Purchaserthe Holder, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission any registration statement contemplated by this Agreement and (b) to the extent such disclosure is required by law or Trading Market trading market regulations, in which case the Company shall provide the Purchasers Holder with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue file a Current Report on Form 8-K and press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release or file a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and within two Trading Days thereafter, file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) or the Registration Statement 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and including shall, within four (4) Trading Days following the Transaction Documents as exhibits thereto. From and after date hereof, file a Current Report on Form 8-K disclosing the issuance material terms of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentshereby and including this Agreement as an exhibit thereto. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b)disclosure.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Within four Trading Day immediately following Days of the date hereof, the company shall issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, hereby and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shallshall use its best efforts to by 9:00 a.m., by 8:30 a.m. (New York City time) Eastern Daylight Time, on the Trading Day immediately first Business following the date hereof, this Agreement issue a press release (which shall be followed by a Form 8-K filing within one (1) Business Day of the Closing) and, in any event, by the end of business on the Business Day following the Closing issue a press release (which shall be followed by a Form 8-K filing within two (2) Business Days thereafter), in either case disclosing the material terms of the transactions contemplated hereby, hereby and including make such other filings and notices in the Transaction Documents as exhibits thereto. From manner and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers time required by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsCommission. The Company and each Purchaser the Placement Agent shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser the Placement Agent shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaserthe Placement Agent, or without the prior consent of each Purchaserthe Placement Agent, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with registration statement contemplated by the Commission Registration Rights Agreement and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bi) or (ii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. 5:30 p.m. (New York City time) on the second Trading Day immediately following the date hereof, (i) issue a press release disclosing the material terms of the transactions contemplated hereby, and including (ii) file Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and filing the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, shall by 8:30 9:30 a.m. (New York City time) on the second (2nd) Trading Day immediately following the date hereof, issue a press release or Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby. The Company represents to the Purchasers that, and including the Transaction Documents as exhibits thereto. From and after of the issuance of such press releaserelease or Form 8-K, the Company it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees employees, or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser the Purchasers shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser the Purchasers shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaserthe Purchasers, or without the prior consent of each the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or withheld, delayed, denied, or conditioned except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaserthe Purchasers, or include the name of any Purchaser the Purchasers in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such PurchaserPurchasers, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission any offering statement contemplated by this Agreement and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the such Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shallshall use its best efforts to by 9:00 a.m., by 8:30 a.m. (New York City time) Eastern Daylight Time, on the Trading Day immediately first Business following the date hereof, this Agreement issue a press release (which shall be followed by a Form 8-K filing within one (1) Business Day of the Closing) and, in any event, by the end of business on the Business Day following the Closing issue a press release (which shall be followed by a Form 8-K filing within two (2) Business Days thereafter), in either case disclosing the material terms of the transactions contemplated hereby, hereby and including make such other filings and notices in the Transaction Documents as exhibits thereto. From manner and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers time required by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsCommission. The Company and each Purchaser the Placement Agent shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall the Placement Agentshall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaserthe Placement Agent, or without the prior consent of each Purchaserthe Placement Agent, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with registration statement contemplated by the Commission Registration Rights Agreement and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bi) or (ii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (a.m., New York City time) , on the Trading Day immediately following the date hereofEffective Date, issue a press release disclosing and shall, by 5:30 p.m., New York City time, on the material terms of Trading Day immediately following the Effective Date, file a Current Report on Form 8-K describing the transactions contemplated herebyby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press releaseattaching a complete copy of, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Such press release and Current Report on Form 8-K shall be reasonably acceptable to Investor. The Company and each Purchaser Investor shall consult with each other in issuing any other additional press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser Investor shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any such press release of any PurchaserInvestor, or without the prior consent of each PurchaserInvestor, with respect to any such press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, Trading Market regulations or judicial process, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the The Company shall not publicly disclose provide Investor with prior notice of any public disclosure of the name of any Purchaser, or include the name of any Purchaser Investor in any filing with the Commission SEC or any regulatory agency or Trading Market, without Market (it being hereby acknowledged and agreed by Investor that Investor’s name shall be disclosed in any Current Report on Form 8-K of the prior written consent of such Purchaser, except (a) as required Company describing the transactions contemplated by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulationsDocuments, in which case any Registration Statement and Prospectus covering any Warrant Shares, and in other reports of the Company shall provide required to be filed by the Purchasers with prior notice of such disclosure permitted Company under this clause (bthe Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (at or before 9:00 a.m., New York City time) , on the first Trading Day immediately following the date hereofexecution of this Agreement, (A) issue a press release disclosing the all material terms of the transactions contemplated hereby, hereby and including (B) file a Current Report on Form 8-K with the SEC (the “8-K Filing”) describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits theretoto such Current Report on Form 8-K the Transaction Documents (including the schedules and the names, and addresses of the Investors and the amount(s) of Securities respectively purchased) and the form of Series A Warrants and Series B Warrants, in the form required by the Exchange Act. From and after the issuance of such press releaseThereafter, the Company shall have publicly disclosed all material, non-public information delivered to timely file any of the Purchasers filings and notices required by the SEC or applicable law with respect to the transactions contemplated hereby and provide copies thereof to the Investors promptly after filing. Except as herein provided, neither the Company or nor any Subsidiary shall publicly disclose the name of its subsidiariesany Investor, or include the name of any Investor in any press release without the prior written consent of such Investor (which consent shall not be unreasonably withheld or delayed), unless otherwise required by law, regulatory authority or Trading Market. Neither the Company nor any Subsidiary shall, and shall cause each of their respective officers, directors, employees or and agents in connection not to, provide any Investor with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither material nonpublic information regarding the Company nor or any Purchaser shall issue any such Subsidiary from and after the issuance of the above referenced press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior express written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b)Investor.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) shall on the Trading Day immediately following the date hereofClosing Date, issue file a press release disclosing the material terms Current Report on Form 8-K, including copies of the transactions contemplated hereby, and including the Transaction Documents (or the forms thereof) as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press releaseForm 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or 25 without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages or disclosure with respect thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on within one Business Day of the Trading Day immediately following the date hereofClosing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and including shall file a Current Report on Form 8-K which shall attach the Transaction Documents as exhibits theretothereto by the fourth Business Day following the Closing Date. From The press release and after the issuance of such press release, the Company Form 8-K shall have publicly disclosed all material, non-public information delivered be acceptable to any of the Purchasers by the Company or any of its subsidiaries, or any of in their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsreasonable discretion. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any No Purchaser shall issue any such press release nor or otherwise make any such a public announcement, statement or other disclosure without the prior consent of the CompanyCompany unless such public announcement, with respect to any press release of any Purchaser, statement or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by lawthe laws, rules or regulations applicable to such Purchaser (including, without limitation, those stipulated by any applicable stock exchange), in which case the disclosing party such Purchaser shall promptly provide the other party Company with prior notice of such public statement or communicationits requirement to do so. Notwithstanding the foregoing, the The Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement, (B) any proxy or information statement filed in connection with the Company’s receipt of Shareholder Approval and (C) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, regulations in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b)disclosure.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day fourth business day immediately following the date hereof, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, hereby and including filing the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Investor Rights Agreement, (B) the Current Report on Form 8-K required by this Section 7.3, (C) any filing required by the Commission and (D) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) 4:00 p.m. Eastern time on the Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and including shall attach the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release describing the material terms of the transactions contemplated hereby, and, by 8:30 a.m. (New York City time) on the following Trading Day file a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and including shall attach the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Within the time required by the Exchange Act, the Company shall, by 8:30 a.m. (New York City time) will file a Current Report on Form 8-K with the Trading Day immediately following SEC describing the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, Subscription (and including the Transaction Documents as exhibits thereto. From and after to such Current Report on Form 8-K the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communicationSubscription). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading MarketOTC Markets, LLC, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Subscription and (B) the filing of final Transaction Documents Subscription (including signature pages thereto) with the Commission and SEC or (bii) to the extent such disclosure is required by law law, request of the Staff of the SEC or Trading Market OTC Markets, LLC regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this clause subclause (bii). From and after the issuance of the Form 8-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, that is not disclosed in the Form 8-K 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 4(f) 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 Laws Disclosure; Publicity. The Company shall, shall within the time period required by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereofExchange Act, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, hereby and including filing the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (at or before 9:00 a.m., New York City time) , on the first Trading Day immediately following the date hereofexecution of this Agreement, issue a press release disclosing the all material terms of the transactions contemplated hereby, and including . On the Transaction Documents as exhibits thereto. From and after the issuance of such press releaseClosing Date, the Company shall have publicly disclosed all material, nonfile a Current Report on Form 8-public information delivered to any K with the SEC (the “8-K Filing”) describing the terms of the Purchasers transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K the Transaction Documents in the form required by the Exchange Act. Thereafter, the Company shall timely file any filings and notices required by the SEC or applicable law with respect to the transactions contemplated hereby and provide copies thereof to the Investor promptly after filing. Except as herein provided, neither the Company nor any Subsidiary shall publicly disclose the name of its subsidiariesthe Investor, or include the name of the Investor in any press release without the prior written consent of the Investor (which consent shall not be unreasonably withheld or delayed), unless otherwise required by law, regulatory authority or Trading Market. Neither the Company nor any Subsidiary shall, and shall cause each of their respective officers, directors, employees or and agents in connection not to, provide the Investor with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither material nonpublic information regarding the Company nor or any Purchaser shall issue any such Subsidiary from and after the issuance of the above referenced press release nor otherwise make any such public statement without the prior express written consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b)Investor.

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereofDisclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents required to be filed as exhibits thereto. From and after , with the issuance of such press release, Commission within the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers time required by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsExchange Act. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior written consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the CompanyCompany (other than the press release described in the first sentence of this Section 4.4), which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b)) and reasonably cooperate with such Purchaser regarding such disclosure.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. 5:30 p.m. (New York City time) on the fourth (4th) Trading Day immediately following the date hereof, issue file a Current Report on Form 8-K and press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including conformed signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser the Placement Agent shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any . No Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, shall within the time period required by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereofExchange Act, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, hereby and including filing the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Company and (B) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 8:00 a.m. (New York City time) on the Trading Day immediately following the date hereofClosing Date, issue a press release disclosing confirming the material terms closing of the transactions contemplated hereby, hereby and including file a Current Report on Form 8-K with the Commission which includes the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the The Company shall have confirms that it publicly disclosed all material, non-public information (if any) delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsDocuments prior to the date hereof. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any material terms and conditions of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaserthe Required Purchasers, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) furnish a Current Report on Form 6-K, including the Transaction Documents Agreement, with the Commission within the time required by the Exchange Act, or include the Agreement as exhibits thereto. From and after an exhibit to the issuance of such press release, proxy statement the Company shall have publicly disclosed all material, non-public information delivered furnishes to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsCommission. The Company and each the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any the Purchaser, or without the prior consent of each the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such the Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission Commission, and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers Purchaser with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City Eastern time) on the Trading Day immediately following the date hereof, (a) issue a press release disclosing the material terms of the transactions contemplated hereby and (b) file a Current Report on Form 8-K disclosing the transactions contemplated hereby, and including which shall include all the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission SEC Reports or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue file a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press releaseForm 8-K, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Purchaser by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any the Purchaser, or without the prior consent of each the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such the Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers Purchaser with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. prior to 4:00 p.m. (New York City time) on the Trading Day immediately following the date hereof, issue file a press release disclosing the material terms of the transactions contemplated herebyCurrent Report on Form 8-K, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. 5:30 p.m. (New York City Eastern time) on the Trading Day immediately fourth business day following the date hereof, issue file with the SEC a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsAgreements in the form required by the Exchange Act and attaching the material Transaction Agreements (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant, the Investors Rights Agreement, the Series C Certificate of Designations and the Series A Amendments and Series B Amendments), as exhibits thereto (including all attachments, the “8-K Filing”). The Company and each the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall not issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party Company shall promptly provide the other party Purchaser with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any the Purchaser in any filing with the Commission SEC, any other governmental authority or regulatory agency, or any regulatory agency market or Trading Marketexchange, without the prior written consent of such the Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Investors Rights Agreement and (B) the filing of final Transaction Documents Agreements (including signature pages thereto) with the Commission SEC and (bii) to the extent such disclosure is required by law or Trading Market regulationsregulations of the Principal Market, in which case the Company shall provide the Purchasers Purchaser with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) September 4, 2003, furnish a Report of Foreign Issuer on Form 6-K with the Trading Day immediately following the date hereofCommission, issue a press release disclosing attaching the material terms of Transaction Documents, and a material change report in the prescribed form with the applicable securities regulatory authorities in Canada, in each case reasonably acceptable to each Purchaser disclosing the transactions contemplated hereby, hereby and including make such other filings and notices in the Transaction Documents as exhibits thereto. From manner and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers time required by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsCommission. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayedwithheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with registration statement contemplated by the Commission Registration Rights Agreement and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bi) or (ii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and shall file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company Company, or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on not later than the Trading Day immediately business day following the date hereof, Closing Date issue a press release and, within four business days following the Closing Date, file a Current Report on Form 8-K, in each case reasonably acceptable to the Lead Purchaser, disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each the Lead Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each the Lead Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, following the Closing Date the Company may file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and the occurrence of the Closing and including as exhibits to such Form 8-K this Agreement (including the schedules hereto and the names and addresses of the Purchasers), the Closing Escrow Agreement, the form of Warrants, in the form required by the Exchange Act and Regulation FD promulgated thereunder. Except as herein provided, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately Promptly following the date hereofClosing and in accordance with federal securities laws and regulations, issue the Company shall file a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, hereby and including filing the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company intends to and each Purchaser shall consult with each other in issuing any other may issue press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or hereby without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement, (B) the Current Report on Form 8-K required by this Section 4.3, (C) any filing required by the Commission, (D) any filing required by federal or state securities laws and regulations as set forth in Section 4.5, and (E) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii). No Purchaser shall issue any press release or otherwise make any public statement with respect to the transactions contemplated hereby without the prior consent of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the Purchaser shall promptly provide the Company with prior notice of such public statement or communication.

Securities Laws Disclosure; Publicity. The Company shall, within the time period required by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereoflaw, issue a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, hereby and including attaching the Transaction Documents thereto as exhibits thereto. From and after are required to be filed as exhibits, which Current Report shall be reasonably acceptable to counsel for the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsPurchasers. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) 5:00 p.m. Eastern time on the 2nd Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including shall attach the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereofFirst Closing Date, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and including shall attach the Transaction Documents as exhibits Agreements thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. The Company shall not need the prior consent of any Purchaser to issue the press release with respect to the transactions contemplated hereby as required by this Section 4.3. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents Agreements (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and including filing the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and Commission, (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii), and (iii) as required by the applicable Canadian Securities Laws.

Securities Laws Disclosure; Publicity. The Company shall, shall by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereofEffective Date, issue file a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, transaction and including the Transaction Documents Agreement as exhibits an exhibit thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Purchaser by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents (including, without limitation, the Placement Agent) in connection with the transactions contemplated by the Transaction DocumentsAgreement. The Company and each the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any the Purchaser, or without the prior consent of each the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or any Purchaserof its Affiliates, or include the name of the Purchaser or any Purchaser of its Affiliates in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such the Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents the Agreement (including signature pages thereto) with the Commission Commission, and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers Purchaser with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shallshall use its commercially reasonable efforts, by 8:30 9:00 a.m. (New York City time) time on the Trading Day first day immediately following the date hereofhereof on which trading is scheduled to take place on the Nasdaq Global Market, to issue a press release disclosing the all material terms of the transactions contemplated hereby, and including by 3:00 p.m. New York City time on the Transaction Documents as exhibits thereto. From and after second day following the issuance of such press releasedate hereof on which trading is scheduled to take place on the Nasdaq Global Market, the Company shall have publicly disclosed all materialfile a Current Report on Form 8-K, non-public information delivered to any disclosing the material terms of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby and filing the form of this Agreement as an exhibit in accordance with the applicable Commission rules and regulations. In addition, the Company will make such other filings and notices in the manner and time required by the Transaction Documents. The Company Commission and each Purchaser shall consult with each other in issuing the Nasdaq Global Market or any other press releases with respect to trading market on which the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, Common Stock is listed or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communicationquoted. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaserthe Purchasers, or include the name of any Purchaser the Purchasers in any filing with the Commission (other than the Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic filing requirements under the Exchange Act) or any regulatory agency or Trading Marketthe Nasdaq Global Market or other trading market, without the prior written consent of such Purchaserthe Purchasers, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading the Nasdaq Global Market or other trading market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b)disclosure.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:00 a.m. (New York City time) on the third (3rd) Trading Day immediately following the date hereofClosing Date, issue file a press release disclosing the material terms of the transactions contemplated hereby, and Current Report on Form 8-K including the Transaction Documents as exhibits theretothereto within the time period required by the Exchange Act. From and after the issuance of such press releaseForm 8-K, the Company represents to the Subscriber that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Subscriber by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser Subscriber shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser the Subscriber shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaserthe Subscriber, or without the prior consent of each PurchaserSubscriber, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaserthe Subscriber, or include the name of any Purchaser the Subscriber in any filing with the Commission or any regulatory agency or Trading MarketMarket unless the name of Subscriber is already included in the body of the Transaction Documents, without the prior written consent of such PurchaserSubscriber, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers Subscriber with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Except as may be required by Law or the rules of the SEC or OTC Bulletin Board, the Company shallshall not use the name of, or make reference to, any Purchaser or any of its Affiliates in any press release or in any public manner (including any reports or filings made by 8:30 a.m. (New York City timethe Company under the Exchange Act) without such Purchaser’s prior written consent. On or before 9:30 a.m., EDT, on the Trading first Business Day immediately following after the date hereofClosing Date (but in any event not prior to the Closing Date), the Company shall issue a press release disclosing the material transactions contemplated hereby. Such initial press release shall be approved by Mezzanine Management LLC. On or before the fourth Business Day after the Closing Date (but in any event not prior to the Closing Date), the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated hereby, by this Agreement and including the Transaction Documents as exhibits thereto. From and after to such Current Report on Form 8-K this Agreement, in the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers form required by the Company or any of its subsidiariesExchange Act. Thereafter, or any of their respective officersso long as this Agreement is in effect, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser the Purchasers (whether individually or collectively) shall issue any such press release nor or otherwise make any such public statement statements with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party; provided, however, that the Company, with respect to any press release of any Purchaseron the one hand, or and the Purchasers, on the other hand, may, without the prior consent of each Purchaserthe other party, with respect to any issue a press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of make such public statement or communication. Notwithstanding such other disclosures as may, upon the foregoingadvice of counsel, be required by Law or the Company shall not publicly disclose rules of the name of any Purchaser, SEC or include the name of any Purchaser in any filing OTC Bulletin Board if it has used reasonable efforts to consult with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b)other party.

Securities Laws Disclosure; Publicity. The Company shall, shall by 8:30 9:30 a.m. (New York City time) on the third (3rd) Trading Day immediately following the date hereof, issue file a press release disclosing the material terms of the transactions contemplated herebyCurrent Report on Form 8-K, and including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance filing of such press releaseForm 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulationsregulations or in order to obtain listing approval of the securities, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).. 4.7

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (at or before 9:00 a.m., New York City time) , on the first Trading Day immediately following the date hereofexecution of this Agreement, issue a press release disclosing the all material terms of the transactions contemplated herebyhereby and shall file such press release as an exhibit to a Form 8-K. The Company shall reflect in such Form 8-K when so filed with the SEC such comments relating to such Investor as such Investor may reasonably propose. In the event such Form 8-K is not filed by the Company, the Investors shall each have the right to make a public disclosure, in the form of a press release, of the transactions contemplated hereby only upon the review and including the Transaction Documents as exhibits thereto. From and after the issuance approval of such press releasepublic disclosure by the Company, which such approval shall not be unreasonably withheld. Within four (4) Trading Days of the execution of this Agreement, the Company shall have publicly disclosed all material, nonfile a Current Report on Form 8-public information delivered to any K with the SEC (the “8-K Filing”) describing the terms of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsDocuments and including as exhibits to such Current Report on Form 8-K the Transaction Documents (including the schedules and the names, and addresses of the Investors and the amount(s) of Securities respectively purchased) and the form of Warrants, in the form required by the Exchange Act. The Thereafter, the Company shall timely file any filings and each Purchaser shall consult with each other in issuing any other press releases notices required by the SEC or applicable law with respect to the transactions contemplated hereby, hereby and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) copies thereof to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b)Investors promptly after filing.

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 a.m. 11:59 p.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) within the time period prescribed by the Exchange Act, file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, shall by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue file a press release disclosing the material terms of the transactions contemplated herebyCurrent Report on Form 8-K, and including the Transaction Documents as exhibits thereto, with the Commission. From and after the issuance of such press releasereport, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, : (a) by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof (provided that, if this Agreement is executed between midnight and 9:00 A.M., New York City time on any Trading Day, no later than 9:01 A.M. on the date hereof), issue a press release disclosing all of the material terms of the transactions contemplated herebyhereby and by the other Transaction Documents (the “Press Release”), and including (b) by 5:30 p.m. (New York City time) on the fourth Trading Day following the date hereof, file a Current Report on Form 8-K disclosing all of the material terms of the transactions contemplated hereby and by the other Transaction Documents in the form required by the Exchange Act and attaching as exhibits theretoto such Current Report on Form 8-K this Agreement and the Registration Rights Agreement (in each case, without redaction, except for such personal information as permitted to be redacted under applicable rules of the Commission). From and after the issuance of such press releasethe Press Release, the Company no Purchaser shall have publicly disclosed all material, be in possession of any material non-public information delivered to any of the Purchasers by received from the Company or from any other representative of its subsidiaries, or any of their respective officers, directors, employees or agents the Company in connection with the transactions contemplated hereby and by the other Transaction Documents. The , except in the case of information that may have been provided pursuant to any confidentiality agreement between the Company and each such Purchaser. Neither the Company nor any Purchaser shall consult with each other in issuing issue any press releases or any other public statements with respect to the transactions contemplated hereby except as may be reviewed and approved by the Company; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press releases release or other public disclosure with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Companyprovided, with respect to any press release of any Purchaserfurther, or without the prior consent of each Purchaserhowever, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, that the Company shall not publicly disclose the name of any Purchaser, Purchaser or include the name any affiliate or investment adviser of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, Purchaser except (a) as may be required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulationsapplicable law, in which case the Company shall provide the Purchasers Purchaser with prior written notice of and an opportunity to review such disclosure permitted under this clause (b)legally required disclosure.

Securities Laws Disclosure; Publicity. The Company shall, Guarantor shall (a) by 8:30 9:00 a.m. (New York City eastern time) on the third (3d) Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto. From and after , with the issuance of such press release, Commission within the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers time required by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsExchange Act. The Company Guarantor and each the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company Guarantor nor any the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the CompanyGuarantor, with respect to any press release of any the Purchaser, or without the prior consent of each the Purchaser, with respect to any press release of the CompanyGuarantor, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company Guarantor shall not publicly disclose the name of any the Purchaser, or include the name of any the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such the Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company Guarantor shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b)Agreement.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:00 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereofClosing Date, issue a press release or file a Current Report on Form 8-K, in each case reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither Neither the Company nor any Purchaser shall issue any such press release nor with respect to the transaction contemplated hereby or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each PurchaserThe Shemano Group, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayedwithheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication; provided, however, that only such portions of any press release to be issued by the Company that specifically reference the transactions contemplated by the Transaction Documents shall be provided to The Shemano Group and be subject to their prior consultation and approval. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with registration statement contemplated by the Commission Registration Rights Agreement and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bi) or (ii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, hereby and including attaching the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement filed under the Securities Act covering the resale of the Securities, and (B) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shallshall by the Disclosure Time file a Current Report on Form 8-K, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after Effective upon the issuance of such press releasefiling with the Commission, the Company shall have publicly disclosed acknowledges and agrees that any and all materialconfidentiality or similar obligations with respect to this Agreement, non-public information delivered to any of whether written or oral, between the Purchasers by the Company or Company, any of its subsidiaries, Subsidiaries or any of their respective officers, directors, agents, employees or agents in connection Affiliates on the one hand, and any of the Purchasers or any of their respective Affiliates on the other hand, shall terminate, unless a Purchaser has entered into an agreement with the transactions contemplated by the Transaction DocumentsCompany whereby such confidentiality provisions are intended to survive such Purchaser’s obligation under this Agreement. The Company and each Purchaser Purchasers shall consult with each other the Company in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall not issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party a Purchaser shall promptly provide the other party Company with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ax) as required by federal securities law in connection with (1) any registration statement contemplated by the Registration Rights Agreement and (2) the filing of final the Transaction Documents (including signature pages thereto) with Documents, to the extent required by the Commission and (by) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers such Purchaser with prior notice of such disclosure permitted under this clause (by).

Securities Laws Disclosure; Publicity. The Company shallBy 8:30 a.m. (New York time) on the Trading Day following the execution of this Agreement, and by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereofClosing Date, the Company shall issue press releases disclosing the transactions contemplated hereby and the Closing. On the Trading Day following the execution of this Agreement, the Company will file a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated herebyTransaction Documents (and attach as exhibits thereto the Transaction Documents), and including on the Transaction Documents as exhibits theretoTrading Day following the Closing Date the Company will file an additional Current Report on Form 8-K to disclose the Closing. From In addition, the Company will make such other filings and after notices in the issuance of such press releasemanner and time required by the Commission and the Trading Market on which the Common Stock is listed. Notwithstanding the foregoing, the Company shall have not publicly disclosed all materialdisclose the name of any Investor, non-public information delivered or include the name of any Investor in any filing with the Commission (other than the Registration Statement and any exhibits to any filings made in respect of this transaction in accordance with periodic filing requirements under the Purchasers by the Company Exchange Act) or any regulatory agency or Trading Market, without the prior written consent of its subsidiariessuch Investor, except to the extent such disclosure is required by law or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsTrading Market regulations. The Company and each Purchaser the Investors shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser the Investors shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any PurchaserInvestors, or without the prior consent of each PurchaserInvestors, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) shall timely file a Current Report on the Trading Day immediately following the date hereof, issue a Form 8-K and press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Purchaser by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any the Purchaser, or without the prior consent of each the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such the Purchaser, except except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by Section 4.15 and (ii) the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers Purchaser with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. shall (New York City timea) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, hereby and including (b) file a Current Report on Form 8-K with the Transaction Documents as exhibits thereto. From and after Commission within the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers time required by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsExchange Act. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (ax) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (by) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (by).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) 5:30 p.m. Eastern time on the fourth Trading Day immediately following the date hereofClosing Date, issue file a press release Current Report on Form 8-K, reasonably acceptable to the Holders of 51% of the principal amount of Outstanding Debentures immediately after the Closing disclosing the material terms of the transactions contemplated hereby, and including shall attach the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each PurchaserPurchasers holding at least 51% of the principal amount of Outstanding Debenture, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayedwithheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with registration statement contemplated by the Commission Registration Rights Agreement and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bi) or (ii).

Securities Laws Disclosure; Publicity. The Company shallOn or before 9:00 a.m., by 8:30 a.m. (New York City time) , on the fourth (4th) Trading Day immediately following the date hereofexecution of this Agreement, the Company will file a Current Report on Form 8-K with the SEC describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents (including, without limitation, this Agreement, the Registration Rights Agreement and the Articles Supplementary)). By 3:00 p.m., New York City time, on the Closing Date, the Company shall issue a one or more press release releases (collectively, the “Closing Press Release”) disclosing the occurrence of the Closing, and all material terms of the transactions contemplated hereby. On or before 9:00 a.m., and including New York City time, on the Transaction Documents as exhibits thereto. From and after fourth Trading Day immediately following the issuance of such press releaseClosing Date, the Company shall have publicly disclosed all material, nonwill file a Current Report on Form 8-public information delivered to any K with the SEC disclosing the occurrence of the Purchasers by the Company or any Closing, and all material terms of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by hereby (and including as an exhibit to such Current Report on Form 8-K the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communicationClosing Press Release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or any Affiliate or investment adviser of the Purchaser, or include the name of the Purchaser or any Purchaser Affiliate or investment adviser of the Purchaser, in any press release or filing with the Commission SEC (other than a registration statement) or any regulatory agency or Trading Market, without the prior written consent of such the Purchaser, except (ai) as required by federal securities law in connection with (A) any Registration Statement contemplated by the Registration Rights Agreement, (B) the Company’s proxy statement pursuant to Section 14(a) of the Exchange Act, and (C) the filing of final Transaction Documents (including signature pages thereto) with the Commission SEC, and (bii) to the extent such disclosure is required by law law, at the request of the staff of the SEC or as required by Trading Market regulations, in which case the Company shall provide the Purchasers Purchaser with prior written notice of such disclosure permitted under this clause subclause (b)i) or (ii) except to the extent not permitted by law or impracticable. The Purchaser acknowledges that it may be in possession of material, non-public information received from the Company, any Subsidiary or any of their respective officers, directors or employees or the Placement Agents relating to the Company or its Subsidiaries or to the real estate investment properties, including as described in the Annexes to the Memorandum, currently contemplated to be acquired by the Company for a significant amount of time and will continue to possess such material non-public information until the Company files certain financial statements relating to the acquisitions with the SEC. Under the SEC’s rules and regulations, the Company has 75 days following the closing of the acquisition of the real estate investment properties to file such financial statements. The Purchaser covenants that until such time as all material, non-public information is disclosed by the Company, the Purchaser will (i) maintain the confidentiality of the existence and terms of the transactions contemplated herein, and (ii) not transact in the Company’s securities in contravention of applicable securities laws.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company represents to Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Purchaser by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, 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, agents, employees or Affiliates on the one hand, and Purchaser or any of its Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration statement contemplated by Section 4.12 and (ii) the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers Purchaser with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing or file a Form 8-K announcing the signing of this Agreement and describing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents, including the contemplated use of proceeds. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. On or before the fourth (4th) Business Day following execution of Transaction Documents, the Company shall file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated hereby and including as an exhibit to such Current Report on Form 8-K the Transaction Documents (including schedules), in the form required by the Exchange Act. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) the Registration Statement, (B) the Current Report on Form 8-K required by this Section 5.4, (C) any filing required by the Commission and (D) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. within four (New York City time4) on business days after the Trading Day immediately following the date hereofClosing Date, issue a press release and file a Current Report on Form 8-K with the Commission, disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such required disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue (i) a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including filing the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser Luxor Capital Group, LP (Attn: Nxxxxx Xxxxxx, General Counsel) shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of Luxor Capital Group, LP (Attn: Nxxxxx Xxxxxx, General Counsel), which shall be the designated representative of each PurchaserPurchaser for such purpose, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Further, the parties acknowledge and agree that all such press releases shall conform with the requirements of Rule 135c of the Securities Act. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with registration statement contemplated by the Commission Registration Rights Agreement and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, shall by 8:30 a.m. the fourth (New York City time4th) on the Trading Day immediately following the date hereofhereof file with the Commission a Current Report on Form 8-K, issue a press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after The Company represents to the issuance Purchaser that following the filing by the Company with the Commission of such press releasethe Company’s pending audit of Swiss Heights Engineering S.A., the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Purchaser by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any the Purchaser, or without the prior consent of each the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such the Purchaser, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission any registration statement contemplated by this Agreement and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers Purchaser with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue file a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance filing of such press releaseForm 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by lawlaw or Trading Market regulations, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, shall (a) by 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K, reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated hereby, and including shall attach the Transaction Documents as exhibits thereto. From thereto and after (b) if the issuance of such press releaseClosing Date is not the date hereof, by 8:30 a.m. Eastern time on the Company shall have publicly disclosed all materialTrading Day following the Closing Date, nonissue a Current Report on Form 8-public information delivered K, reasonably acceptable to any of each Purchaser disclosing that the Purchasers Closing has occurred and the aggregate Subscription Amount received by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsCompany. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayedwithheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with registration statement contemplated by the Commission Registration Rights Agreement and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bi) or (ii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission, any Canadian Securities Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by applicable law or Trading Market rules or regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and including and, within 1 Trading Day, file a Current Report on Form 8-K with the Transaction Documents Documents, including any schedules, filed as exhibits thereto. From and after The Company shall consult with Xxxxxx & Xxxxxxx, LLC, regarding the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise and Form 8-K required above and shall make any such public statement without the prior consent of the Companychanges reasonably requested by Xxxxxx & Xxxxxxx, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communicationLLC. Notwithstanding the foregoing, Xxxxxx & Xxxxxxx, LLC acknowledges that the Company shall file the press release or Form 8-K if the Company, in its reasonable assessment, determines such filing and any contents included therein to be required by law. Other than the public disclosure required above, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, shall by 8:30 9:30 a.m. (New York City timeEastern Time) on the Trading Day immediately following the date hereof, (i) issue a press release disclosing the material terms of the transactions contemplated hereby, and (ii) file a Current Report on Form 8-K, including this Agreement and any other material, nonpublic information that the Company may have provided any Purchaser. The Company shall also file a Current Report on Form 8-K, including the Transaction Documents Registration Rights Agreement as exhibits an exhibit thereto. From and after , with the issuance of such press release, SEC within the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers time required by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsExchange Act. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent in any such case shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission SEC or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including signature pages thereto) with the Commission SEC and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case case, the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by on or before 8:30 a.m. (a.m., New York City time) time on the third Trading Day immediately following the date hereofClosing Date, issue a press release acceptable to the Purchasers disclosing the all material terms of the transactions contemplated hereby, and including . Prior to the Transaction Documents as exhibits thereto. From and third business day after the issuance of such press releaseClosing Date, the Company shall have publicly disclosed all material, nonfile a Current Report on Form 8-public information delivered to any K with the Commission (the “8-K Filing”) describing the terms of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction DocumentsDocuments and including as exhibits to such Current Report on Form 8-K this Agreement and the form of Warrant, in the form required by the Exchange Act. Thereafter, the Company shall timely file any filings and notices required by the Commission or applicable law with respect to the transactions contemplated hereby and provide copies thereof to the Purchasers promptly after filing. Company shall, at least two Trading Days prior to the filing or dissemination of any disclosure required by this paragraph that does not contain any material non-public information, provide a copy thereof to the Purchasers for their review. The Company and each Purchaser the Purchasers shall consult with each other in issuing any other press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or Trading Market with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser party shall issue any such press release nor or otherwise make any such public statement statement, filing or other communication without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayedother, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement statement, filing or other communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure (but not any disclosure as to the controlling Persons thereof) is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing without the express written consent of such Purchaser. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure permitted under this with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (bi) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Each press release disseminated during the 12 months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. 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 Commission (other than the Registration Statement) or any regulatory agency or Trading Markettrading market, without the prior written consent of such PurchaserPurchaser which shall not be unreasonably withheld. The Purchasers acknowledge that the Transaction Documents and other information relating to the transactions contemplated therein and the identity of the Purchasers may be disclosed, except including (ai) as required in connection with the Company’s filing of a Current Report on Form 8-K with the Commission describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents (including ,without limitation, this Agreement, the Registration Rights Agreement and the Certificate of Designation)), (ii) 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 (including signature pages thereto) with the Commission and (biii) to the extent such disclosure is required by law law, request of the Staff of the Commission or Trading Market regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this clause subclause (biii). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are required to be publicly disclosed by the Company as described in this Section 4.4, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. 5:00 p.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, hereby and including attaching the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by on or before 8:30 a.m. (a.m., New York City time) , on the Trading Day immediately following the date hereofClosing Date, issue a press release acceptable to the Purchasers disclosing the all material terms of the transactions contemplated hereby, and including . On or before the Transaction Documents as exhibits thereto. From and after Trading Day following the issuance of such press releaseClosing Date, the Company shall have publicly disclosed all material, nonfile a Current Report on Form 8-public information delivered to any K with the Commission (the "8-K Filing") describing the terms of the Purchasers transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement and the forms of the Debentures and Warrants, in the form required by the Exchange Act. Thereafter, the Company shall timely file any filings and notices required by the Commission or any applicable law with respect to the transactions contemplated hereby. The Company shall not, and shall cause each of its subsidiaries, or any Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any information it believes to be material nonpublic information regarding the Company or agents in connection with any of its Subsidiaries from and after the transactions contemplated by filing of the Transaction Documents8-K Filing without the express written consent of such Purchaser. The Company and each Purchaser shall consult agrees to comply with each other in issuing any other press releases with respect Regulation FD promulgated under the Exchange Act. Subject to the transactions contemplated herebyforegoing, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make releases or any such other public statement statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior consent of the Company, with respect to any press release approval of any Purchaser, to make any press release or without the prior consent of each Purchaser, other public disclosure with respect to any press release of such transactions (i) in substantial conformity with the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure 8-K Filing and contemporaneously therewith and (ii) as is required by lawapplicable law and regulations, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Within the time required by the Exchange Act, the Company shall, by 8:30 a.m. (New York City time) will file a Current Report on Form 8-K with the Trading Day immediately following SEC describing the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, Subscription (and including the Transaction Documents as exhibits thereto. From and after to such Current Report on Form 8-K the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communicationSubscription). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any press release or filing with the Commission SEC (other than the Registration Statement) or any regulatory agency or Trading MarketOTC Markets, LLC, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Subscription and (B) the filing of final Transaction Documents Subscription (including signature pages thereto) with the Commission and SEC or (bii) to the extent such disclosure is required by law law, request of the Staff of the SEC or Trading Market OTC Markets, LLC regulations, in which case the Company shall provide the Purchasers with prior written notice of such disclosure permitted under this clause subclause (bii).. From and after the issuance of the Form 8-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, that is not disclosed in the Form 8-K 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 4(f) 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). ________ Purchaser’s Initials 17 Subscription Agreement Generation Hemp, Inc.

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) 5:30 p.m. Eastern time on the fourth Trading Day immediately following the date hereofClosing Date, issue file a press release Current Report on Form 8-K, reasonably acceptable to the Purchasers disclosing the material terms of the transactions contemplated hereby, and including . The Company shall file the Transaction Documents as exhibits thereto. From and after attachments to such Form 8-K or on the issuance of such press releaseCompany’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents2008. The Company and each Purchaser the Purchasers shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any such Purchaser, or without the prior consent of each Purchaser, the Purchasers with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayedwithheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any PurchaserPurchaser or any of its affiliates, or include the name of any Purchaser or any of its affiliates in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with Form 8-K referenced above and the Commission registration statement contemplated by the Registration Rights Agreement and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers such Purchaser with prior notice of such disclosure permitted under this clause subclause (bi) or (ii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue file a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release or file a Current Report of Form 8-K, disclosing the material terms of the transactions contemplated hereby, and within 2 Trading Days thereafter, file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) or the Registration Statement 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. no later than 5:30 p.m. (New York City time) on the second Trading Day immediately following the date hereofClosing Date, issue a press release Current Report on Form 8-K, disclosing the material terms of the Merger and the transactions contemplated hereby, hereby and thereby and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) shall timely file a Current Report on the Trading Day immediately following the date hereof, issue a Form 8-K and press release disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers Purchaser by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any the Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any the Purchaser, or without the prior consent of each the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such the Purchaser, except except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by Section 4.13 and (ii) the filing of final Transaction Documents (including signature pages thereto) with the Commission Commission, and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers Purchaser with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereofClosing Date, issue a press release reasonably satisfactory to the Xxxxxx Purchaser with respect to the transactions contemplated by this Agreement and the SendTec Acquisition, and, by the third Trading Day following the Closing Date, file a Current Report on Form 8-K, reasonably acceptable to the Xxxxxx Purchaser disclosing the material terms of the transactions contemplated hereby, and including the shall attach such press release and such Transaction Documents thereto as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers may be required by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsapplicable regulations. The Company Company, STAC and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither none of the Company nor Company, STAC or any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayedwithheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law law, including, without limitation, in connection with the filing of final Transaction Documents (including signature pages thereto) with registration statement contemplated by the Commission Registration Rights Agreement and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause subclause (bi) or (ii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on not later than the Trading Day immediately business day following the date hereof, Closing Date issue a press release and, within four business days following the Closing Date, file a Current Report on Form 8-K, in each case reasonably acceptable to the Lead Purchaser, disclosing the material terms of the transactions contemplated 18 hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each the Lead Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each the Lead Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, following the Closing Date the Company may file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and the occurrence of the Closing and including as exhibits to such Form 8-K this Agreement (including the schedules hereto and the names and addresses of the Purchasers), the Closing Escrow Agreement, the form of Warrants, in the form required by the Exchange Act and Regulation FD promulgated thereunder. Except as herein provided, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, shall (a) at or before the time required by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereofMTA rules and regulations, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) by 8:30 a.m. (New York City time) on the third Trading Day following the date hereof, file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser Enable shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and and, except as may be required by law, neither the Company nor any Purchaser Enable shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any PurchaserEnable, or without the prior consent of each PurchaserEnable, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any PurchaserEnable, or include the name of any Purchaser Enable in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such PurchaserEnable, except (ai) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers Enable with prior notice of such disclosure permitted under this clause subclause (bii).

Securities Laws Disclosure; Publicity. The Company shall, shall by 8:30 9:30 a.m. (New York City time) on the third (3rd) Trading Day immediately following the date hereof, issue file a press release disclosing the material terms of the transactions contemplated herebyCurrent Report on Form 8-K, and including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance filing of such press releaseForm 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulationsregulations or in order to obtain listing approval of the securities, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shallshall file a Current Report on Form 8-K, by 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, hereby and including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press releaseForm 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except except: (a) as required by federal securities law in connection with (i) any registration statement and (ii) the filing of final Transaction Documents (including signature pages thereto) 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 Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the within one Trading Day immediately following the date hereof, issue a press release reasonably acceptable to the Purchasers disclosing the material terms of the transactions contemplated hereby, and, within three Trading Days following the date hereof, issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and including attaching the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) time on the second Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, hereby and including attaching the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (ai) 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 (including signature pages thereto) with the Commission and (bii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (on or before 9:30 a.m., New York City time) , on the Trading first (1st) Business Day immediately following after the date hereofof this Agreement, issue a press release (the “Press Release”), the contents of which shall be subject to prior review and written approval of the Investors, disclosing all the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The For the avoidance of doubt, the Specified Acquisitions are not “transactions contemplated by the Transaction Documents” for purposes of this Agreement. On or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company and each Purchaser shall consult with each other in issuing any other press releases with respect to file a Current Report on Form 8-K describing all the material terms of the transactions contemplated herebyby the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and neither all schedules to this Agreement) and the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without form of Notes. Without the prior written consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Companyan Investor, which consent shall not be unreasonably be withheld withheld, conditioned or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchasersuch Investor, or include the name of any Purchaser such Investor in any filing with the Commission SEC or any regulatory agency or Trading Market; provided, however, that without such Investor’s consent, the prior written consent Company may publicly disclose the name of such PurchaserInvestor, except or include the name of such Investor in any filing with the SEC or any regulatory agency or Trading Market (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and or (b) to the extent such disclosure is required by law (other than federal securities law) or Trading Market regulations, in which case the Company shall provide the Purchasers Investors with prior notice of such disclosure permitted under this clause (b); provided, however, that, notwithstanding the foregoing proviso, at least five (5) Business Days prior to the Company’s filing with the SEC of its first Quarterly Report on Form 10-Q or Annual Report on Form 10-K following the Closing Date, the Company shall deliver to each Investor a draft of such Quarterly Report on Form 10-Q or such Annual Report on Form 10-K and shall reasonably cooperate with each such Investor in respect of any reasonable comments thereto proposed by such Investor.