Common use of Securities Laws Disclosure; Publicity Clause in Contracts

Securities Laws Disclosure; Publicity. The Company shall (a) by 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. 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 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, 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. 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 (other than in the Company’s SEC Reports after the initial Closing Date or exhibits filed therewith) 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, other than in connection with the Company’s SEC Reports or disclosures to any regulatory agency or Trading Market that the Company determines are necessary or appropriate, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any Purchaser the Purchaser, in any filing with the Commission press release or any regulatory agency or Trading Marketsimilar public statement, 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 with prior notice of such disclosure permitted under this Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 8:30 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) 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, 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. The Company and each Purchaser 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 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 Section 4.1subclause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 a.m. (New York City time) on the Trading Day immediately within three (3) days 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 (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. 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 (other than in the Company’s SEC Reports after the initial Closing Date or exhibits filed therewith) without the prior consent of the Company, with respect to any press release of any a Purchaser, or without the prior consent of each Purchaserthe 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, other than in connection with the Company’s SEC Reports or disclosures to any regulatory agency or Trading Market that the Company determines are necessary or appropriate, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser Purchaser, in any filing with the Commission press release or any regulatory agency or Trading Marketsimilar public statement, 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) timely file a Current Report on Form 8-K as required by 9:00 a.m. (New York City time) on this Agreement, and in the Trading Day immediately following the date hereof, issue Company’s discretion shall file a press release release, in each case reasonably acceptable to Purchaser, 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. 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 such press release of any Purchaser, or without the prior consent of each Purchaser, 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 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 SEC or any regulatory agency or Trading Markettrading market, without the prior written consent of such Purchaser, except (ai) as contained in the Current Report on Form 8-K and press release described above, (ii) as required by federal securities law in connection with any registration statement under which the filing of final Transaction Documents Common Shares are registered, (including signature pages thereto) with the Commission and (biii) to the extent such disclosure is required by law or Trading Market trading market regulations, in which case the Company shall provide the Purchasers Purchaser with prior notice of such disclosure, or (iv) to the extent such disclosure permitted under this Section 4.1is required in any SEC Report filed by the Company.

Securities Laws Disclosure; Publicity. The At any time when in connection with a Closing the Company shall (a) has received at least $1 million from any Purchaser, the Company shall, by 9:00 8:30 a.m. (New York City time) on the 2nd Trading Day immediately following the date hereofClosing, 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 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. 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 Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release describing the material terms of the Transaction Documents, and shall file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including attaching the Transaction Documents as exhibits thereto, with the Commission within the time period required by the Exchange ActCommission regulations. 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 Section 4.1subclause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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. The From and after the issuance of such press release, the Company and each Purchaser represents to the Purchasers that it shall consult 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 each other in issuing any other press releases with respect to the transactions contemplated herebyby 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 entered into in connection with the transactions contemplated by this 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 neither any of the Company nor Purchasers or any of their Affiliates on the other hand, shall terminate. Nor Purchaser shall issue any such press release nor otherwise make any such public statement regarding the transaction contemplated by this Agreement 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 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 (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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereofClosing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) shall file a Current Report on Form 8-K, including reasonably acceptable to each Purchaser, attaching the Transaction Documents thereto as exhibits theretoexhibits, with the Commission within the time required by the Exchange 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 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Business Day immediately following the date hereofof this Agreement, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) or file a Current Report on Form 8-K, including in each case reasonably acceptable to the Transaction Documents as exhibits thereto, with placement agent of the Commission within Securities disclosing the transactions contemplated hereby and make such other filings and notices in the manner and time required by the Exchange ActCommission. The Company and each Purchaser the placement agent of the Securities 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 Purchaserthe placement agent of the Securities, 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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. The From and after the issuance of such press release, the Company and each Purchaser represents to the Purchasers that it shall consult 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 each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither by 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 communicationTransaction Documents. 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 any registration statement contemplated by the filing of final Transaction Documents (including signature pages thereto) with the Commission Registration Rights 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 with prior notice of such disclosure permitted under this Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Within the applicable period of time required by the Exchange Act, the Company shall (a) by 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 K describing the Transaction Documents as exhibits thereto, with terms and conditions of the Commission within transactions contemplated by this Agreement in the time form required by the Exchange ActAct and attaching as exhibits to such Current Report on Form 8-K the material Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreements) (including all attachments, the “8-K Filing”). The Company shall provide the Purchasers with a reasonable opportunity to review and each Purchaser provide comments on the draft of such 8-K Filing. The Company shall consult also provide the Purchasers with each other in issuing a reasonable opportunity to review and provide comments on drafts of press releases or any other press releases public statements 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 communicationany. Notwithstanding the foregoing, and unless otherwise agreed to in writing by the Company and the Purchasers, the Company shall not publicly disclose the name of any Purchaser or any Affiliate or investment adviser of any Purchaser, or include the name of any Purchaser or any Affiliate or investment adviser of any Purchaser in any press release or filing with the Commission or any regulatory agency or the Principal Trading Market, without the prior written consent of such PurchaserPurchaser except, except (a) as required by federal securities law in connection with the case of any such filing of final Transaction Documents (including signature pages thereto) with the Commission or any such regulatory agency, if and (b) to the extent such disclosure is otherwise required by law law, the Rules and Regulations or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice rules and regulations of such disclosure permitted under this Section 4.1regulatory agency.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 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 (b) 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 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 Commission within the time required transactions contemplated by the Exchange ActTransaction 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 laws 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) by 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, each Closing Date comply with its reporting and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, disclosure obligations under all Securities Laws and principal Trading Market requirements in connection with the Commission within the time required by the Exchange Actthis Agreement. 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 pursuant to the policies of the TSXV, 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 MarketMarket unless the name of such Purchaser is already included in the body of the Transaction Documents, without the prior written consent of such Purchaser, except (a) as required by federal securities law Securities Laws in connection with the such 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) by 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, 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. The From and after the issuance of such press release, the Company and each Purchaser represents to the Purchasers that it shall consult 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 each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither by 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 communicationTransaction Documents. 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 (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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately promptly 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, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 foregoingThe Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Purchaser with any material, nonpublic information regarding 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, of its Subsidiaries from and after the date hereof without the express 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 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 6-K disclosing the material terms of the transactions contemplated hereby, 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. 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 (other than in the Company’s SEC Reports after the initial Closing Date or exhibits filed therewith) 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, other than in connection with the Company’s SEC Reports or disclosures to any regulatory agency or Trading Market that the Company determines are necessary or appropriate, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any Purchaser the Purchaser, in any filing with the Commission press release or any regulatory agency or Trading Marketsimilar public statement, 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 with prior notice of such disclosure permitted under this Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading 2nd Business Day immediately following the date hereofof this Agreement, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) or file a Current Report on Form 8-K, including in each case reasonably acceptable to each Purchaser disclosing the Transaction Documents as exhibits thereto, with transactions contemplated hereby and make such other filings and notices in the Commission within the manner and time required by the Exchange ActCommission. 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 9:30 a.m. (New York City time) on the next Trading Day immediately following the date hereof, issue a press release disclosing disclose the material terms of the transactions contemplated hereby, and (b) file hereby by issuing a Current Report on Form 8-K, including K regarding the transaction with the Transaction Documents included as exhibits thereto, with the Commission within the time required by the Exchange Actexhibits. 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 (other than in the Company’s SEC Reports after the Closing Dates or exhibits filed therewith) 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, other than in connection with the Company’s SEC Reports or disclosures to any regulatory agency or Trading Market that the Company determines are necessary or appropriate, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any Purchaser the Purchaser, in any filing with the Commission press release or any regulatory agency or Trading Marketsimilar public statement, 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 with prior notice of such disclosure permitted under this Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) by By 9:00 a.m. (a.m., New York City time) , on the Trading Day immediately following the date hereofexecution of this Agreement, the Company shall issue a press release (“Press Release”) disclosing the all material terms of the transactions contemplated hereby. On or before 9:00 a.m., and (b) New York City time, on the fourth Trading Day immediately following the execution of this Agreement, the Company will file a Current Report on Form 8-K, including K with the Commission describing the terms of the Transaction Documents (and including as exhibits theretoto such Current Report on Form 8-K the material Transaction Documents (including, with the Commission within the time required by the Exchange Act. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated herebywithout limitation, 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 communicationthis Agreement). 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 Market, without the prior written consent of such Purchaser, except (ai) as required by federal securities law in connection with (A) any Registration Statement and (B) the filing of final Transaction Documents (including signature pages theretowhich may include conformed signatures, but not originals) with the Commission and (bii) 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 Section 4.1.subclause (ii). 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

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 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 (b) by the fourth Trading Day following the date hereof, file a Current Report on Form 8-K, including filing the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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 (b) file . The Company shall furnish a Current Report of Foreign Private Issuer on Form 86-K, which includes such press release and this Agreement (including the Transaction Documents Disclosure Schedule) as exhibits theretothereto as soon as reasonably possible. From and after the furnishing of such Report of Foreign Private Issuer on Form 6-K, 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 Commission within the time required transactions contemplated by the Exchange Actthis Agreement. 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 By 8:30 a.m. (New York City time) on the Trading Day immediately day following the date hereofClosing Date, the Company will issue a press release disclosing the all material terms of the transactions contemplated hereby, hereby (and (b) file a Current Report on Form 8-K, including attach as exhibits thereto the Transaction Documents as exhibits thereto, Documents) in accordance with the applicable Commission within rules and regulations. In addition, the Company will make such other filings and notices in the manner and time required by the Commission and the Trading Market on which the Common Stock is listed. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor 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 Market, without the prior written consent of such Investor, except to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of such disclosure. The Company and each Purchaser Blueline Partners 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 Blueline Partners 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 PurchaserBlueline Partners, or without the prior consent of each PurchaserBlueline Partners, 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 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, 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. 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 (other than in the Company’s SEC Reports after the Closing Date or exhibits filed therewith) 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, other than in connection with the Company’s SEC Reports or disclosures to any regulatory agency or Trading Market that the Company determines are necessary or appropriate, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any Purchaser the Purchaser, in any filing with the Commission press release or any regulatory agency or Trading Marketsimilar public statement, 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 with prior notice of such disclosure permitted under this Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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 86-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 Subsidiaries, or any of their respective officers, directors, employees, Affiliates 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a as press release and, within 4 business days following the date hereof, file a Current Report on Form 8-K reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 (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 Section 4.1disclosure.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 8:30 a.m. (New York City time) on the fourth 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 (b) file a Current Report on Form 8-K, including filing the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1subclause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) the Disclosure Time on the Trading Day immediately following the date hereof, hereof issue a press release disclosing the material terms of the transactions contemplated herebyhereby including, but not limited to, the name of Purchaser, and (b) file a Current Report on Form 86-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange ActAct (the “6-K Filing”). 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 provided that either party shall be permitted to publicly disclose information that such disclosure party determines in good faith is required by lawnecessary to be disclosed to comply with Law or the rules or regulations of any securities exchange on which such party’s stock may be listed, or pursuant to an order of a court or governmental entity, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding Furthermore, notwithstanding the foregoing, information contained in press releases previously approved by the Company shall not publicly disclose the name of any Purchaserparties may be included in subsequent press releases and external communications, by either party without review by, or include the name of any Purchaser in any filing with necessity to obtain prior approval from, 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 Section 4.1other party.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release release, reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated hereby. In addition, and the Company shall, no later than three (b3) business days following the date hereof, file a Current Report on Form 8-K, including K and shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated herebyhereby and within 2 Trading Days of the date hereof, and (b) file a Current Report on Form 8-K, including which shall have attached thereto the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange ActDocuments. 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 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 (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. The Company Company, the Issuer 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 Company, the Issuer nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the CompanyCompany and Issuer, 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 or Issuer, 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, neither the Company nor the Issuer 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 and Issuer shall provide the Purchasers with prior notice of such disclosure permitted under this Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) may by 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) shall file a Current Report on Form 8-K, including the form of 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 Purchaser that it shall have publicly disclosed all material, non-public information delivered to the Purchaser by the Company, 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 statement, including the filing of any such Current Report on Form 8-K, 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 or public statement 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 Purchaser hereby consents to disclosing 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 inclusion is required by law applicable law, rule or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this Section 4.1regulation.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) on 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 (b) 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 Commission within the time required transactions contemplated by the Exchange ActTransaction 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release (the “Press Release”) disclosing the material terms of the transactions contemplated hereby, and within four (b4) Trading Days file a Current Report on Form 8-K, including and shall attach this Agreement and the Transaction Documents as exhibits form of Warrant thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) The Company shall, by 9:00 8:30 a.m. (New York City time) on the Trading Business 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 (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits theretothereto (such date, with the Commission within the time “Disclosure Deadline”). (b) The Company shall timely file all required by reports under Section 13 or 15(d) of the Exchange Act, as applicable. The Company understands and each confirms that the Purchasers will rely on the foregoing representation and covenant and the representation and covenant in Section 5.5(a) above in effecting transactions in securities of the Company. (c) The Company and the Purchaser Designee, on behalf of the Purchasers solely for purposes of this Section 5.5(c), 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 such press release of any Purchaser, or without the prior consent of each Purchaserthe Purchaser Designee, on behalf of the Purchasers solely for purposes of this Section 5.5(c), 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 lawLaw, 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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. 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing confirming the material terms closing of the transactions contemplated hereby, hereby and (b) file a Current Report on Form 8-K, including K with the Commission which includes the Transaction Documents as exhibits thereto. The Company 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 Commission within the time required transactions contemplated by the Exchange ActTransaction Documents 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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 otherwise publicly disseminate (including on a Current Report on Form 8-K) the information on Schedule A, 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. The From and after the issuance of such press release and the dissemination of the information set forth on Schedule A hereto, the Company and each Purchaser represents to the Purchasers that it shall consult 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 each other in issuing any other press releases with respect to the transactions contemplated herebyby the Transaction Documents. In addition, and neither effective upon the issuance of such press release, 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 (to the extent legally permissible) provide the Purchasers with prior notice of such disclosure permitted under this Section 4.1clause (b).

Securities Laws Disclosure; Publicity. (i) From and after the filing of the 8-K Filing with the Commission, no Outside Investor shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall (a) by 9:00 a.m. (New York City time) on not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Outside Investor with any material nonpublic information regarding the Trading Day immediately following Company or any of its Subsidiaries from and after the date hereof, issue a press release disclosing the material terms filing of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, K Filing with the Commission within without the time required by express written consent of such Outside Investor. (ii) Subject to the Exchange Act. The foregoing, neither the Company and each Purchaser nor the Investors shall consult with each other in issuing issue any press releases or any other press releases public statements with respect to the transactions contemplated herebyhereby without the consent of the other; provided, and neither however, that the Company nor shall be entitled, without the prior approval of a majority in interest of the Investors, to make any Purchaser press release or other public disclosure with respect to such transactions (x) in substantial conformity with the 8-K Filing and contemporaneously therewith and (y) as is required by applicable law and regulations (provided that in the case of clause (x) the Investors shall issue be consulted by the Company in connection with any such press release nor otherwise make any such or other public statement without the disclosure 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 communicationits release). 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 (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 such Investor with reasonable prior notice of such disclosure permitted under this Section 4.1disclosure.

Securities Laws Disclosure; Publicity. The Company shall (a) by shall, at or before 9:00 a.m. (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 (b) . The Company shall also file a Current Report on Form 8-K, K with the SEC (the “8-K Filing”) describing the terms of the transactions contemplated hereby and including the Transaction Documents as exhibits theretoto such Current Report on Form 8-K this Agreement and the schedules and the names and addresses of the Investors and the amount(s) of the Securities and Economic Rights respectively purchased, with in the Commission within the time form required by the Exchange Act. The One counsel on behalf of all Investors has had the opportunity to review and comment on the 8-K Filing prior to filing. 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. Except as herein provided, and neither the Company nor any Purchaser Subsidiary 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 PurchaserInvestor, or include the name of any Purchaser Investor in any filing with the Commission or any regulatory agency or Trading Market, press release without the prior written consent of such PurchaserInvestor (which consent shall not be unreasonably withheld, except (a) as delayed or conditioned), unless otherwise 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 law, regulatory authority or Trading Market regulations, in which case Market. Neither the Company nor any Subsidiary shall, nor shall any of their respective officers, directors, employees and agents, provide any Investor with any material nonpublic information regarding the Purchasers with prior notice Company or any Subsidiary from and after the issuance of the above referenced press release without the express written consent of such disclosure permitted under this Section 4.1Investor.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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, K disclosing the material terms of the transactions contemplated hereby and including this Agreement as an exhibit thereto. The Company shall provide the Transaction Documents as exhibits thereto, Purchaser a reasonable opportunity to review and comment upon the press release and the Current Report on Form 8-K to be filed by the Company in accordance with the Commission within Exchange Act prior to the time required by the Exchange Actrelease or filing thereof. 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 the 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 the rules of any listing agreement with any securities exchange, 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 Section 4.1...

Securities Laws Disclosure; Publicity. The Company shall (a) by 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. 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 withheld, conditioned or delayed, except if such disclosure is required by law, in which case the disclosing party Party shall promptly provide the other party Party with prior written 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 Commission, any Governmental or any regulatory agency Regulatory Authority or Trading Market, without the prior written consent of such the Purchaser, except except: (a) the registration statement contemplated by the Proposed IPO; (b) as required by federal securities law in connection with (i) any registration statement contemplated by the Proposed IPO or the Registration Rights Agreement, and (ii) the filing of final Transaction Documents (including signature pages thereto) with the Commission Commission, and (bc) to the extent such disclosure is required by law Law or Trading Market regulations, in which case the Company shall provide the Purchasers Purchaser with prior written notice of such disclosure permitted under this Section 4.1clause (c).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day trading day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) by the second Business Day following the date hereof, file a Current Report current report on Form 8-K, K disclosing the material terms of the transaction and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release and Form 8-K, the Company shall have publicly disclosed all material, non-public information delivered to Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the Commission within the time required transactions contemplated by the Exchange Actthis Agreement. 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall within one (a1) by 9:00 a.m. (New York City time) on the Trading Day Days immediately following the date hereof, 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, including the Transaction Exchange Documents as exhibits thereto, with the Securities and Exchange Commission (the “Commission”) within the time required by the Exchange Act. 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 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 Exchange 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 Holder with prior notice of such disclosure permitted under this Section 4.16(c).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. will publicly announce the material terms of the transactions contemplated hereby prior to 9:00am (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 Actthis Agreement. 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 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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 (b) file . The Company shall furnish a Current Report of Foreign Private Issuer on Form 86-K, which includes such press release and this Agreement (including the Transaction Documents Disclosure Schedule) as exhibits theretothereto as soon as reasonably possible. From and after the furnishing of such Report of Foreign Private Issuer on Form 6-K, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company, or any of its officers, directors, employees or agents in connection with the Commission within the time required transactions contemplated by the Exchange Actthis Agreement. 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 a.m. (New York City time) Eastern time on the fourth Trading Day immediately following the date hereof, issue file a press release Current Report on Form 8-K, reasonably acceptable to counsel to the Purchasers disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-Kshall attach this Agreement, including the Transaction Documents as exhibits Registration Rights Agreement and the Certificate of Determination thereto, with the Commission within the time required by the Exchange 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 PurchaserPurchaser other than the Placement Agent, or include the name of if applicable, when issuing any Purchaser in any filing with the Commission or any regulatory agency or Trading Marketpress releases, 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. If the Company fails to file the Form 8-K as required in this Section, in which case addition to any other remedy provided herein or in the Transaction Documents, a Purchaser shall have the right to make, 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, provided that such Purchaser gives the Company shall provide the Purchasers with prior at least two (2) Business Days’ notice of its intention to make such public disclosure and provides such intended disclosure to the Company. 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 permitted under this Section 4.1so long as the nonpublic information disclosed by such Purchaser is accurate and not misleading.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on shall, during or prior to the Trading Day immediately following the second business day following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file issue a Current Report on Form 8-KK (which shall include this Agreement as an exhibit thereto) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, with the Commission thereto within the time required by the Exchange Act. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to the Purchaser 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 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 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 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) time on the Trading Day immediately following the date hereof, issue a press release release, disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including K disclosing the same and filing the Transaction Documents as exhibits thereto, with the Commission thereto within the time period required by the Exchange Actlaw. 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 Section 4.1subclause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by shall, at or before 9:00 a.m. (New York City a.m., Boston 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. Within four business days of the Initial Closing Date, and (b) the Company shall file a Current Report on Form 8-K, including K with the SEC 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 names of the Investors and the amount(s) of Securities respectively purchased) and the form of Warrants, with in the Commission within the time 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 herebyhereby and provide copies thereof to the Investors promptly after filing. Except as herein provided, and neither the Company nor any Purchaser Subsidiary 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 PurchaserInvestor, or include the name of any Purchaser Investor in any filing with the Commission or any regulatory agency or Trading Market, press release without the prior written consent of such PurchaserInvestor (which consent shall not be unreasonably withheld or delayed), except (a) as unless otherwise 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 law, regulatory authority or Trading Market regulations, in which case Market. Neither the Company nor any Subsidiary shall, nor shall any of their respective officers, directors, employees and agents, provide any Investor with any material nonpublic information regarding the Purchasers with prior notice Company or any Subsidiary from and after the issuance of the above referenced press release without the express written consent of such disclosure permitted under this Section 4.1Investor.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. shall, 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 disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including disclosing the material terms of the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange ActDocuments. 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) on the fourth (4th) 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 (b) file a Current Report on Form 8-K, including attaching the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission K within the time required by such form, which report shall attach the Exchange ActTransaction Documents 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 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 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, 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. 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 (other than in the Company’s SEC Reports after the Closing Date or exhibits filed therewith) 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, other than in connection with the Company’s SEC Reports or disclosures to any regulatory agency or Trading Market that the Company determines are necessary or appropriate, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser Purchaser, in any filing with the Commission press release or any regulatory agency or Trading Marketsimilar public statement, 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading shall, within one Business Day immediately following the date hereofof this Agreement, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) or file a Current Report on Form 8-K, including in each case reasonably acceptable to the Transaction Documents as exhibits thereto, with placement agent of the Commission within Securities disclosing the transactions contemplated hereby and make such other filings and notices in the manner and time required by the Exchange ActCommission. The Company and each Purchaser the placement agent of the Securities 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 Purchaserthe placement agent of the Securities, 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereofshall, issue a press release disclosing the material terms within 4 Business Days of the transactions contemplated herebyClosing Date, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, K with the Commission within disclosing the time required transactions contemplated by the Exchange Actthis Agreement. 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 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 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. By 5:00 p.m. (New York City time) on the Trading Day immediately following the date hereofClosing Date, (a) the Company shall issue a press release release, disclosing the transactions contemplated by the Transaction Documents and the Closing and (b) the Company will file a Form 8-K disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents (and attach as exhibits theretothereto all existing Transaction Documents) and the Closing. The Company covenants that following such disclosure, the Investors shall no longer be in possession of any material, non-public information with respect to any of the Commission within Company Entities. In addition, the Company will make such other filings and notices in the manner and time required by the Exchange ActCommission and the Trading Market on which the Common Stock is listed. The Company Investor will have the right to review any press release, the Form 8-K and each Purchaser shall consult with each other in issuing any other press releases with respect disclosure document prior 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 filing or release of any Purchaser, or without the prior consent of each Purchaser, with respect such information pursuant 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 communicationthis Section 4.4. 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 (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 Market, without the prior written consent of such PurchaserInvestor, 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) by 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. 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 or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaserof the Purchasers, or without the prior consent of each Purchaserthe 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 names of any Purchaserthe Purchasers, or include the name names 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 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 such Purchaser with prior notice of such disclosure permitted under subclause (i) or (ii). (b) Not later than 5:30 p.m. (New York time) on the fourth business day immediately following the Closing Date, the Company shall file with the Commission a current report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Section 4.1Agreement. The Company shall give the Purchasers reasonable opportunity to review and comment on the form and substance of such current report.

Securities Laws Disclosure; Publicity. The In addition, effective upon the Amendment Filing, the Company shall (a) by 9:00 a.m. (New York City time) 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 Trading Day immediately following the date hereofone hand, issue a press release disclosing the material terms and any of the transactions contemplated herebyHolder or any of its Affiliates on the other hand, 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 Actshall terminate. 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 Market, without the prior written consent of such Purchaserthe Holder, except (a) as required by federal securities law in connection with (i) any registration statement contemplated by the filing of final Transaction Documents Registration Rights Agreement and (including signature pages theretoii) with the Commission Amendment Filing and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers Holder with prior notice of such disclosure permitted under this Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall shall: (a) by 9:00 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 herebyhereby (the “Press Release”), and (b) by 9:30 a.m. (New York City time) on the fourth (4th) Trading Day following the date hereof, file a Current Report on Form 8-K, including K disclosing the Transaction Documents as exhibits thereto, with material terms of the Commission within transactions contemplated hereby in the time form required by the Exchange ActAct and attaching as exhibits to such Current Report on Form 8-K this Agreement and the Registration Rights Agreement (including all attachments, the “8-K Filing”). The Subject to the foregoing, neither the Company and each nor the 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 Purchaser or the Company, respectively; provided, however, that the Company shall be entitled, without the prior approval of the 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, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without Affiliate of the prior written consent of such Purchaser, Purchaser except (a) as otherwise required by federal securities applicable law in connection with and regulations or as agreed to by the filing of final Transaction Documents (including signature pages thereto) with Purchaser. Notwithstanding the Commission and (b) to foregoing, the extent such disclosure is required by law or Trading Market regulations, in which case Purchaser may identify the Company shall provide and the Purchasers value of the Purchaser’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies without prior notice to or consent from the Company (including, for the avoidance of such disclosure permitted under this Section 4.1doubt, filings pursuant to Sections 13 and 16 of the Exchange Act).

Securities Laws Disclosure; Publicity. The Company shall (a) by 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, Transactions and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits theretothereto (including the Disclosure Schedule), with the Commission SEC within the time required by the Exchange 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 Purchaserthe Investor, or include the name of any Purchaser the Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaserthe Investor, which consent shall not be unreasonably withheld, conditioned or delayed, except (a) as required by federal securities law in connection with 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 Investor with prior notice of such disclosure permitted under this Section 4.1clause (b). Investor hereby acknowledges that it is aware, and that it will advise its Affiliates and Representatives who are provided material non-public information concerning the Company or its securities, that the United States securities Laws prohibit any Person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communication of such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

Securities Laws Disclosure; Publicity. The Company shall (a) file a Current Report on Form 8-K disclosing the material terms of this Agreement and the transactions contemplated hereby, including this Agreement as an exhibit thereto, with the Commission within the time required by 9:00 a.m. the Exchange Act, and (New York City timeb) on or before the Trading Day immediately following time such Current Report on Form 8-K is filed with the date hereofCommission, issue a press release disclosing the material terms of the transactions contemplated herebyhereby within four (4) Business Days of the date hereof, and (b) file a Current Report on Form 8-K, including in each case in the Transaction Documents as exhibits thereto, with the Commission within the time required form mutually agreed to by the Exchange Act. The Company and each the Purchaser, provided that the Purchaser shall not unreasonably withhold or delay its agreement to the forms of such documents presented by the Company. At any time up to the Closing Date, the Company and 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 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City timei) on the Trading Day immediately following the date hereofClosing Date, issue a press release acceptable to the Purchasers disclosing the material terms of the transactions contemplated hereby, hereby and (bii) file a Current Report on Form 8-K, including make such other filings and notices in the Transaction Documents as exhibits thereto, with the Commission within the manner and time required by the Exchange ActCommission. Subject to the limitations contained in Section 4.12, the Company shall, at least two Trading Days prior to the filing or dissemination of any disclosure required by this paragraph, 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 lawlaw or Trading Market rules or regulations, in which case, in the case of public statements made within 8 months after the Closing Date and press releases, the disclosing party shall promptly provide the other party with prior notice of such public statement or communicationthereof. 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 rules or regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this Section 4.1disclosure.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Business Day immediately following the date hereofClosing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) or file a Current Report on Form 8-K, including K disclosing all material terms of the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Acttransactions contemplated hereby. 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, 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, other than in any registration statement filed pursuant to the Registration Rights Agreement and filings related thereto, 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 each Purchaser with prior notice of such disclosure permitted under this Section 4.1disclosure.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 a.m. 3:30 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, hereby and (b) shall file a Current Report on Form 8-K, and including the Transaction Documents as exhibits thereto. From and after the issuance of such press release and the filing of such Form 8-K, 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 Commission within the time required transactions contemplated by the Exchange ActTransaction 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) on or before the 4th 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 (b) file a Current Report on Form 8-K, including attaching the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the all material terms of the transactions contemplated hereby, hereby and (b) shall file a Current Report on Form 8-K, including 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 and the form of Warrants, with in the Commission within the time 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 herebyhereby and provide copies thereof to the Investor promptly after filing. Except as herein provided, and neither the Company nor any Purchaser Subsidiary 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 Purchaserthe Investor, or include the name of any Purchaser the Investor in any filing with the Commission or any regulatory agency or Trading Market, press release without the prior written consent of such Purchaserthe Investor (which consent shall not be unreasonably withheld or delayed), except (a) as unless otherwise 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 law, regulatory authority or Trading Market regulations, in which case Market. Neither the Company nor any Subsidiary shall, nor shall any of their respective officers, directors, employees and agents, provide the Purchasers Investor with prior notice any material nonpublic information regarding the Company or any Subsidiary from and after the issuance of such disclosure permitted under this Section 4.1the above referenced press release without the express written consent of the Investor.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 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 herebyhereby and filing this Agreement, and (b) file a Current Report on along with the exhibits hereto, as exhibits to such Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 K. Neither the Company nor any Purchaser shall issue any such press release nor regarding the transactions contemplated by this Agreement or otherwise make any such public statement with respect thereto 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. 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 Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, within the time period required by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereofapplicable law, issue a press release Current Report on Form 8-K, 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. The Company and each Purchaser shall consult with each other may, in issuing any other its discretion, attach the Transaction Agreements thereto. The Company may, in its discretion, issue a press releases with respect to release concerning the transactions contemplated hereby, and neither the Company nor any . No Purchaser shall issue any such press release nor or otherwise make any such public statement regarding the transactions contemplated hereby 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 Company 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 set forth above in this Section 4.2. 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 Section 4.1subclause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, within the time periods permitted by 9:00 a.m. (New York City time) Current Report on the Trading Day immediately following the date hereofForm 8-K, issue a press release or releases and Form 8-K, reasonably acceptable to each Purchaser 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. 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 lawlaw or Trading Market regulation, 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, 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 Section 4.1permitted.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 9:30 a.m. (New York City time) Eastern time on the second Trading Day immediately following the date hereof, issue a press release release, disclosing the material terms of the transactions contemplated hereby, and (b) shall, within one Trading Day thereafter, file a Current Report on Form 8-KK disclosing the material terms of the transactions contemplated hereby, including and shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 10:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated herebyhereby and shall, and (b) within one Trading Day thereafter, file a Current Report on Form 8-K, including reasonably acceptable to each Purchaser, disclosing the material terms of the transactions contemplated hereby, and shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. 6:00 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 herebyhereby as permitted by the Securities Act, 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. 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 be 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 Marketthe NYSE MKT, 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 other law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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, in each case in the form mutually agreed to by the Company and the Purchasers. The At any time up to the Closing Date, 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 such 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 PurchaserPurchasers, with respect to any press release of the CompanyCompany which directly names such Purchaser, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party (or parties) shall promptly provide the other party (or parties) 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 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 acquiring 75% of the principal amount of Debentures at the Closing disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 75% of the principal amount of Debenture then outstanding, 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 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 (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. 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 included in the request of any self-regulatory agency, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this Section 4.1clause (b) to the extent permitted under applicable law or Trading Market regulation.

Securities Laws Disclosure; Publicity. The Company shall within three (3) Trading Days immediately following the Closing (a) by 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 Exchange Documents as exhibits thereto, with the Securities and Exchange Commission (the “Commission”) within the time required by the Exchange Act. 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 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 Exchange 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 Holder with prior notice of such disclosure permitted under this Section 4.16(c).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) on no later than the Trading Day immediately following four days after the date hereof, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including filing the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. 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 or 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 (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 Purchaser with prior notice of such disclosure permitted under this Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the use its commercially reasonable efforts to cause Shellco, within four Trading Day immediately Days following the date hereofof execution of the Merger Agreement, to issue a press release Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, hereby and (b) file a Current Report on Form 8-K, including attaching the Transaction Documents as exhibits thereto, and the merger agreement and all other material documents executed and delivered in connection with the Commission within the time required by the Exchange ActMerger thereto. The Company and each Purchaser FW 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 PurchaserFW, 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 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 (“Current Report”), reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Current Report or 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 with prior notice of such disclosure permitted under this Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release and, within ten calendar days after the Closing Date, file a Material Change Report on Form 51-102F3, in each case, reasonably acceptable to each Purchaser 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. 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, except for the disclosure of this Agreement to the TSX and the Canadian Commission, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or the Canadian 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 Section 4.1disclosure.

Securities Laws Disclosure; Publicity. The Company shall shall: (a) by 9:00 a.m. (New York City timei) on the Trading Day immediately following the date hereofClosing Date, issue a press release acceptable to the Purchasers disclosing the material terms of the transactions contemplated hereby, hereby and (bii) file a Current Report on Form 8-K, including make such other filings and notices relating to the Transaction Documents as exhibits thereto, with transactions contemplated hereby in the Commission within the manner and time required by the Exchange ActCommission. The Company shall, at least two Trading Days prior to the filing or dissemination of any disclosure required by this paragraph, 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 permitted under this Section 4.1disclosure.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated herebyhereby and by 4:30 p.m Eastern time on such date, and (b) file a Current Report on Form 8-K, including attaching such press release and the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Acteach reasonably acceptable to each Purchaser. 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 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately shall, no later than four Business Days following the date hereof, issue a press release describing the material terms of the transactions contemplated hereby and the other Transaction Documents, and a Current Report on Form 8-K disclosing the material terms of the transactions contemplated herebyhereby and thereby, and (b) file a Current Report on Form 8-K, including shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. The Company shall provide the Purchaser with a draft of such press release prior to filing and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither provide an opportunity for comments. Neither the Company nor any the Purchaser shall issue any such press release nor otherwise make any such public statement regarding the transactions contemplated hereby or the other Transaction Documents 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 Companyother party, 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 Purchaser with prior notice of such disclosure permitted under this Section 4.1subclause (ii). Parent and the Purchaser shall timely make all filings required under the Exchange Act in respect of the transactions contemplated herein.

Securities Laws Disclosure; Publicity. The Company shall (a) by 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 herebyhereby simultaneously with the execution and delivery of a Subscription or Stock Purchase Agreement or alternatively upon the confirmation of the terms of the Securities (the “Press Release”), and (b) by 8:30 a.m. (New York City time) on the third (3rd) day on which the Common Stock is traded on the over the counter market following the date thereof, file a Current Report on Form 8-K, 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. 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 and, except as may be required by law, 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 Company, with respect to any press release of the CompanyPlacement Agent, 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Day immediately following the date hereofClosing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) or file a Current Report on Form 8-K, including in each case reasonably acceptable to The Shemano Group and Sands Brothers International, Ltd. disclosing the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Acttransactions contemplated hereby. The Company Company, The Shemano Group and each Purchaser Sands Brothers International, Ltd. 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 PurchaserThe Shemano Group and Sands Brothers International, Ltd., 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 Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) on or before the 4th 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 (b) file a Current Report on Form 8-K, including attaching the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 federal securities 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 Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 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. 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 Section 4.1clause (b).

Securities Laws Disclosure; Publicity. The Company shall (a) by shall, at or before 9:00 a.m. (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. On the Closing Date, and (b) the Company shall file a Current Report on Form 8-K, including 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, with and addresses of the Commission within Investors and the time amount(s) of Notes respectively purchased), 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 herebyhereby and provide copies thereof to the Investors promptly after filing. Except as herein provided, and neither the Company nor any Purchaser Subsidiary 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 PurchaserInvestor, or include the name of any Purchaser Investor in any filing with the Commission or any regulatory agency or Trading Market, press release without the prior written consent of such PurchaserInvestor (which consent shall not be unreasonably withheld or delayed), except (a) as unless otherwise 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 law, regulatory authority or Trading Market regulations, in which case Market. Neither the Company nor any Subsidiary shall, nor shall any of their respective officers, directors, employees and agents, provide any Investor with any material nonpublic information regarding the Purchasers with prior notice Company or any Subsidiary from and after the issuance of the above referenced press release without the express written consent of such disclosure permitted under this Section 4.1Investor.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the second 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 (b) file a Current Report on Form 8-K, including shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. The Company Borrowers 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 Borrowers nor any Purchaser shall issue any such press release nor or otherwise make any such public statement without the prior consent of the CompanyBorrowers, 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 CompanyBorrowers, 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern time on the Trading Business Day immediately following the date hereofof this Agreement, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) or file a Current Report on Form 8-K, including in each case reasonably acceptable to each Purchaser disclosing the Transaction Documents as exhibits thereto, with transactions contemplated hereby and make such other filings and notices in the Commission within the manner and time required by the Exchange ActCommission. 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, within the time period prescribed by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereofForm 8-K, issue a press release disclosing disclose the material terms of the transactions contemplated hereby, and (b) file hereby by issuing a Current Report on Form 8-K, including K regarding the transaction with the appropriate Transaction Documents included as exhibits thereto, with the Commission within the time required by the Exchange Actexhibits. 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 (other than in the Company’s SEC Reports after the Closing Dates or exhibits filed therewith) 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, other than in connection with the Company’s SEC Reports or disclosures to any regulatory agency or Trading Market that the Company determines are necessary or appropriate, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any Purchaser the Purchaser, in any filing with the Commission press release or any regulatory agency or Trading Marketsimilar public statement, 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 with prior notice of such disclosure permitted under this Section 4.1.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 8:30 a.m. (New York City time) Eastern 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) or file a Current Report on Form 8-K, including in each case reasonably acceptable to each Purchaser disclosing the Transaction Documents as exhibits thereto, with material terms of the Commission within the time required by the Exchange Acttransactions contemplated hereby. 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 two-thirds in principal amount of the then outstanding Notes, 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 Section 4.1.subclause (i) or (ii). 4.5

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release release, disclosing the material terms of the transactions contemplated hereby, and (b) by the fourth Trading Day following the date hereof, file a Current Report on Form 8-K, including filing the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 a.m. (New York City time) 5:00 p.m. Eastern time on the fourth Trading Day immediately following the date hereof, issue a press release Current Report on Form 8-K disclosing the material terms of the Merger and containing provisions, reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange 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 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the shall, within 4 Trading Day immediately following Days of the date hereof, issue a press release Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and (b) file a shall attach the Transaction Documents thereto. The Company shall make no other public disclosure of the transactions contemplated by this Agreement prior to the time that the Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, K is filed with the Commission within the time as required by the Exchange Actabove. 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 Section 4.1subclause (ii).

Securities Laws Disclosure; Publicity. The Company shall (a) by 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, hereby and (b) file a Current Report on Form 86-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. The From and after the issuance of such press release, the Company and each 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. Each Purchaser 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 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 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 U.S. federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission or French law 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 Section 4.1clause (ii).

Securities Laws Disclosure; Publicity. The Company shall shall, within two (a2) by 9:00 a.m. (New York City time) on the Trading Day immediately Business Days following the date hereofClosing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) or file a Current Report on Form 8-K, including in each case reasonably acceptable to the Transaction Documents as exhibits thereto, with placement agent of the Commission within Securities disclosing the transactions contemplated hereby and make such other filings and notices in the manner and time required by the Exchange ActCommission. The Company and each Purchaser the placement agent of the Securities 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 Purchaserthe placement agent of the Securities, 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 Section 4.1subclause (i) or (ii).

Securities Laws Disclosure; Publicity. The Company shall timely file a Current Report on Form 8-K (athe “Form 8-K”) as required by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereofthis Agreement, and may issue a press release release, in each case reasonably acceptable to Purchaser, 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. 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 such press release of any Purchaser, or without the prior consent of each Purchaser, 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 lawlaw or Principal Market Rules, 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 SEC or any regulatory agency or Trading Principal Market, without the prior written consent of such the Purchaser, except (ai) as contained in the Form 8-K and press release described above, (ii) as required by federal securities law in connection with any registration statement under which the filing of final Transaction Documents securities are registered, (including signature pages thereto) with the Commission and (biii) to the extent such disclosure is required by law or Trading Principal Market regulationsRules, in which case the Company shall provide the Purchasers Purchaser with prior notice of such disclosure, or (iv) to the extent such disclosure permitted under this Section 4.1is required in any SEC Document filed by the Company.

Securities Laws Disclosure; Publicity. The Company shall (a) shall, by 9:00 a.m. (New York City time) 5:30 p.m. Eastern time on the Trading fourth Business 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 (b) file a Current Report on Form 8-K, including shall attach the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. 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 in connection with the transactions contemplated hereby without the prior consent of the Company, with respect to any such press release of any Purchaserthe Placement Agent, or without the prior consent of each Purchaser, with respect to any such 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 Purchaserthe Placement Agent, 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 (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 Section 4.1subclause (i) or (ii).