Common use of Disclosure of Transactions and Other Material Information Clause in Contracts

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) Documents as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Required Holders shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall not disclose the name of such any Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the NotesNote, the form of Warrant, the form of Amended and Restated Pledge and Security Agreement and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, unless required pursuant to a Transaction Document, no Buyer shall be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Unless required pursuant to a Transaction Document, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreementeach Closing Date, the Company Parent shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents entered into on such Closing Date (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the NotesNote, the form of WarrantSecurity Agreement, the form of Fee Letter and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). Parent shall provide Agent, Buyers and Holders a reasonable opportunity to review the provisions of any public filing describing any such Persons or the transactions to which they are a party prior to the filing thereof. Any material non-public information provided by any Company to any Buyer in connection with this transaction shall be included by Parent within the aforementioned 8-K Filing. From and after the filing of the 8-K Filing with the SEC, Parent represents and acknowledges that no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries the Companies, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Each of the Companies shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic information regarding the Company Parent or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, the Companies or any of its or their respective officers, directors, employees and or agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Buyer may, but shall have not be obligated to, notify Parent of such breach and the right material, nonpublic information the receipt of which resulted in such breach. Within two Business Days of receipt of such notice, Parent shall either (a) deliver a notice to such Buyer certifying such material, non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement advertisement, Form 8-K or otherwise, of such material, nonpublic information. In the event that Parent believes that a notice delivered pursuant to this Agreement contains material, nonpublic information without relating to itself, the prior approval by other Companies or their Subsidiaries, Parent shall so indicate to the CompanyHolders contemporaneously with delivery of such notice, and in the absence of any such indication, the Holders shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to Parent or its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoingforegoing provisions of this Section, neither any of the Company, its Subsidiaries Companies nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) each Buyer shall be consulted by the Company Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither none of the Company nor any of its Subsidiaries or Affiliates Companies shall disclose the name of such any Buyer or its affiliates in any filing, announcement, release or otherwiseotherwise unless required by law.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this AgreementAgreement (the “8-K Filing Time”), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents hereby in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the Commission by the Company (including, without limitation, the form of this Agreement (and all schedules to this Agreement), the Other Agreements and the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security DocumentsExchanged Debentures) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SECCommission, no Buyer the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureInvestor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations including the NASDAQ Marketplace Rules (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyerthe Investor, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this AgreementAgreement (the “8-K Filing Time”), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents hereby in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (Agreement, the Other Agreements, the Security Documents and all schedules to this Agreement), the form of the Exchanged Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and after (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, no Buyer the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyerthe Investor. If a Buyer For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyerthe Investor, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer the Investor in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On The Company has, on or before 8:30 a.m., New York City time, on the second fourth Business Day following after the date of this AgreementOriginal Agreement was executed, the Company shall issue issued a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and file filed a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Initial Notes, the form of Warrant, the form of the Registration Rights Agreement and Agreement, the form of Lock-Up Agreements, the form of Security Documents) as exhibits to such filing (including all attachments, the "Initial 8-K Filing"). The Company shall, on or before 8:30 a.m., New York City time, on the fourth Business Day after this Agreement is executed, issue a press release reasonably acceptable to the Buyers, disclosing all material terms of the transactions contemplated hereby and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act, and attaching this Agreement (and all schedules to this Agreement) and the form of the Additional Notes as exhibits to such filing (including all attachments, the “Additional 8-K Filing” and, together with the Initial 8-K Filing, the “8-K Filings”). From and after the filing each of the 8-K Filing with the SECFilings, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFilings. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Filings without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwiseotherwise except where such disclosure is required by applicable law and regulations (including the rules and regulations of any applicable Eligible Market), provided the Company agrees that unless otherwise required by such law or regulations, it shall disclose any such names only through a Transaction Document that is filed as an exhibit to a report or other filing made with the SEC; provided further, that such Buyer shall be consulted by the Company in connection with any such filing, announcement, release or other public disclosure prior to its release.

Disclosure of Transactions and Other Material Information. On or before 8:30 10:30 a.m., New York City timeTime, on the second Business Day following the date of this Agreement, the Company shall issue a press release (the "Initial Press Release") and shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by the Transaction Documents this Agreement in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all other than the schedules to this Agreement), the form of each of the Second Amended and Restated Notes, the Second Amended and Restated Registration Rights Agreement, the form of Warranteach of the Series C Warrants and the Series D Warrants) as exhibits to such submission (such submission including all attachments, the form "Initial 6-K Filing"). On or before 8:30 a.m., New York Time, on the first Business Day following the Closing Date, the Company shall issue a press release (the "Closing Press Release") and shall file a Form 6-K describing the terms of the Registration Rights transactions contemplated by this Agreement and in the form of Security Documents) required by the 1934 Act and attaching any material transaction documents not previously filed as exhibits to such filing (including, without limitation, this Agreement (other than the schedules to this Agreement), the form of each of the Second Amended and Restated Notes, the Second Amended and Restated Registration Rights Agreement, the form of each of the Series C Warrants and the Series D Warrants) as exhibits to such submission (such submission including all attachments, the "8Closing 6-K Filing", and together with the Initial 6-K Filing, the "6-K Filings"). The Initial Press Release and the Closing Press Release shall also indicate that the Company is seeking to raise additional funding. From and after the filing submission of the 8Closing 6-K Filing with the SEC, no Buyer Investor shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 86-K FilingFilings or in some other public filing or public disclosure. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8Closing 6-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic informationInvestor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer the Investor shall have the right to require the Company to make promptly a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the NotesNote, the form of Warrant, the form each of the Registration Rights Agreement Agreements and the form of Pledge and Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, unless required pursuant to a Transaction Document, no Buyer shall be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Unless required pursuant to a Transaction Document, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Notes, the form of WarrantSecurity Documents, the form of the Registration Rights Voting Agreement and the form of Security Documents) Lock-Up Agreement as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) including as exhibits to such filing Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act (including all attachments, the "“8-K Filing"”). From and after As of the time of the filing of the 8-K Filing with the SECCommission, no Buyer Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Company without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosurePurchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the NASDAQ National Market or NASDAQ Small Cap Market (provided that in the case of clause (i) above, each Buyer Purchaser shall be consulted notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Purchasers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York City time, on the second first (1st) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form forms of the Notes, the form of Warrant, Warrants and the form of the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with Filing, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Purchasers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic informationPurchaser. In the event of a breach of any of the foregoing covenant covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Purchaser), in addition to any other remedy provided herein or in the Transaction Documents, such Purchaser shall notify the Company in writing of the need to make a Buyer public disclosure and, no earlier than one business day after such notice, solely to the extent such Purchaser believes it then possesses material non-public information with respect to the Company, such Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, nonpublic information non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer Purchaser shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any the applicable BuyerPurchaser, neither the Company nor any shall not (and shall cause each of its Subsidiaries or Affiliates shall and affiliates to not) disclose the name of such Buyer Purchaser in any filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company.

Disclosure of Transactions and Other Material Information. (i) On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this AgreementTranche A Closing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no the Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such the Buyer. If a the Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No The Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on Promptly after the second Closing (but in any event no later than the fourth Business Day immediately following the date of this AgreementClosing Date), the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) including as exhibits to such filing Current Report on Form 8-K this Agreement, the Warrants, the Certificate of Designation, the Lock-Up Agreements and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SECCommission, no Buyer Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such BuyerPurchaser. If a Buyer has, or believes it has, received any such material, nonpublic information regarding Neither the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer above, the Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.. -22-

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) Documents as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Unless requested in writing by a Buyer, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, except as required by applicable law and regulation.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 86-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form forms of Warrant, the form of the Registration Rights Agreement Warrants and the form of Security Documents) as exhibits to such filing (including all attachments, the "8“Initial 6-K Filing"”) and a material change report on Form 51-102F3 in accordance with National Instrument 51-102 of the CSA with respect thereto (the “Material Change Report”). On or before 8:30 a.m., New York City Time, on the Business Day following each Additional Closing Date, the Company shall file a Current Report on Form 6-K with the SEC describing the transaction consummated on such date (the “Additional 6-K Filing,” and together with the Initial 6-K Filing, the “6-K Filings”) and a Material Change Report with respect thereto. From and after the filing of the 8Initial 6-K Filing with the SECSEC and the initial Material Change Report with the CSA, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8Initial 6-K FilingFiling and the initial Material Change Report. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8Initial 6-K Filing with the SEC and the initial Material Change Report with the CSA without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of shall forthwith following receipt of such notice, make public disclosure of such material, nonpublic information, but in no event later than ten (10) Trading Days after receipt of such notice, provided that the Buyer received such material, non public information from the Company. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8Initial 6-K Filing and Material Change Report and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall not disclose the name of such any Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the second Business first Trading Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing Backstop Warrants (including all attachments, the "“8-K Filing"”). The Backstop Investors shall have reasonable opportunity to review and comment on the 8-K Filing prior to the filing thereof. From and after the filing of the 8-K Filing with Filing, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to the Company, Backstop Investors by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause the Subsidiary and each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Backstop Investor with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries the Subsidiary from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereofBackstop Investors. The Company shallunderstands and confirms that each Backstop Investor shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, within five and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Backstop Investor: (5i) Trading Days such Backstop Investor does not have any obligation of receipt confidentiality with respect to any information that the Company provides to such Backstop Investor; and (ii) such Backstop Investor shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Backstop Investor engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession of such notice, make material non-public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenant covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of each Backstop Investor), in addition to any other remedy provided herein or in the Transaction Documents, a Buyer each Backstop Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, nonpublic information non-public information, as applicable, without the prior approval by the Company, its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees or agents. No Buyer Backstop Investor shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Backstop Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerBackstop Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Backstop Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any the applicable BuyerBackstop Investor, neither the Company nor any shall not (and shall cause each of its Subsidiaries or Affiliates shall and affiliates to not) disclose the name of such Buyer Backstop Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second (2nd) Business Day following the date of this AgreementClosing Date, the Company Social shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules including as exhibits to such Form 8-K this Agreement), the form of the NotesNote, the form of Warrant, the form of Warrant and the Registration Rights Agreement and the form of Security Documents) as exhibits to (such filing (filing, including all attachments, the "8-K Filing"). From Social shall provide the Agent, the Lenders and after the filing of Holders a reasonable opportunity to review the 8-K Filing prior to the filing thereof, subject to Section 8.34 of this Agreement. Any material non-public information provided by any Borrower to any Lender in connection with the SEC, no Buyer transactions contemplated hereby shall be in possession included by Social within the aforementioned 8-K Filing. None of any material, nonpublic information received from the Company, any of its Subsidiaries Credit Parties or any of their respective officersSubsidiaries, directors, employees or agents, that is not disclosed in on the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer hasone hand, or believes it hasthe Lenders, received any such materialHolders or the Agent, nonpublic information regarding on the Company or any of its Subsidiariesother hand, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Lender, Holder or the Agent without the prior written consent of (a) the Lenders, Holders or the Agent, with respect to any proposed issuance by the Credit Parties or any of their respective Subsidiaries, or (b) the Credit Parties, with respect to any proposed issuance by any Lender, Holder or the Agent, in any such case, which consent shall not be unreasonably withheld; provided, however, that the Company Social shall be entitled, without the prior approval of any BuyerLender or Holder or the Agent, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) ii), each Buyer Lender, Holder and the Agent shall be consulted by the Company Social in connection with any such press release or other public disclosure prior to its release). Without Notwithstanding anything to the prior written consent contrary contained herein, Social and each of the other Credit Parties acknowledges and agrees that each Holder and/or its Affiliates may file a Schedule 13G or Schedule 13D (or amendment thereto) and other filings required under the 1934 Act relating to the transactions contemplated hereby and any amendments thereto, and include in such Schedule 13G or Schedule 13D (and amendments thereto) and any such other filings under the 1934 Act such information regarding the transactions contemplated hereby and other matters relating to Social and the other Credit Parties as such Holder or Affiliate thereof determines after consultation with its legal counsel should be included therein, and Social and each of the other Credit Parties agrees that no such filing (nor the inclusion of any such information therein) will constitute a violation of the provisions of this Agreement, any other Transaction Document or any other agreement to which any Credit Party is a party or otherwise bound; provided, however, that each Lender shall use its reasonable efforts to limit any such disclosure to the requirements of Schedule 13G or Schedule 13D (and amendment thereto) or such other applicable Buyer, neither the Company nor any of form or schedule as determined by such Lender in consultation with its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwiselegal counsel.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second Business Day following the date of this AgreementMay 16, 2008, the Company shall issue a press release and file a Current Report on Form 8-K describing the Acquisition and the transactions contemplated by this Agreement and attaching the material documents related to the Acquisition required to be furnished therewith and the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Indenture, the form of the Notes, the form of Warrant, the form of Debentures and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachmentsexhibits, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SECCommission, no Buyer Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosurePurchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations including the NASDAQ Marketplace Rules (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable BuyerPurchaser, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer Purchaser in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second fourth Business Day following the date of this Agreementeach Closing Date, the Company Principal Borrower shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing Note (including all attachments, the "“8-K Filing"”). The Principal Borrower shall provide the Agent, the Lenders and the Holders a reasonable opportunity to review each 8-K Filing prior to the filing thereof. Any material non-public information provided by any Borrower to any Lender in connection with the transactions contemplated hereby shall be included by the Principal Borrower within the aforementioned 8-K Filing. From and after the filing of the each 8-K Filing with the SEC, the Principal Borrower represents and acknowledges that no Buyer Lender shall be in possession of any material, nonpublic material non-public information received from the Company, any of its Subsidiaries the Borrowers, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Each of the Borrowers shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Lender with any material, nonpublic material non-public information regarding the Company Principal Borrower or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such Buyer. If a Buyer has, Lender or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic informationas otherwise expressly required by this Agreement. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, the Borrowers or any of its or their respective officers, directors, employees and or agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Buyer Lender may, but shall have not be obligated to, notify the right Principal Borrower of such breach and the material non-public information the receipt of which resulted in such breach. Within two Business Days of receipt of such notice, the Principal Borrower shall either (a) deliver a notice to such Lender certifying that such material non-public information has already been publicly disclosed by the Principal Borrower or (b) make a public disclosure, in the form of a press release, public advertisement advertisement, Form 8-K or otherwise, of such materialmaterial non-public information. In the event that the Principal Borrower believes that a notice delivered pursuant to this Agreement contains material non-public information relating to itself, nonpublic the other Borrowers or their Subsidiaries, the Principal Borrower shall so indicate to the Holders contemporaneously with delivery of such notice, and in the absence of any such indication, the Holders shall be allowed to presume that all matters relating to such notice do not constitute material non-public information without relating to the prior approval by the Company, Principal Borrower or its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoingforegoing provisions of this Section 8.26, neither any of the Company, its Subsidiaries Borrowers nor any Buyer Lender shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Principal Borrower shall be entitled, without the prior approval of any BuyerLender, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) each Buyer Lender shall be consulted by the Company Principal Borrower in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable BuyerLender, neither none of the Company nor any of its Subsidiaries or Affiliates Borrowers shall disclose the name of such Buyer any Lender or its affiliates in any filing, announcement, release or otherwiseotherwise unless required by law.

Disclosure of Transactions and Other Material Information. On or before 8:30 The Company shall, (i) by 9:00 a.m., New York City time, on the second fourth (4th) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K with the SEC under the Exchange Act describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form - 18 - required by the 1934 Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form forms of Security Documents) as exhibits to such filing each of the Amended and Restated Notes (including all attachments, the "“Amendment 8-K Filing"”). From , and after (ii) by 9:00 a.m., New York time, on May 8, 2017, file the filing of the Cleansing 8-K Filing with the SEC, no Buyer shall be in possession of any SEC under the Exchange Act disclosing all material, nonpublic information received from non-public information, if any, regarding the Company, Company or any of its Subsidiaries provided to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, prior to the time of such filing that is was not disclosed in the Transaction 8-K FilingFiling (as defined in the 2017 Securities Purchase Agreement) or the Amendment 8-K Filing and, as applicable, attaching all material transaction documents (or forms thereof). From and after the filing of the Cleansing 8-K Filing with the SEC, the Company shall have disclosed all material, non-public information (if any) regarding the Company or any of its Subsidiaries provided or delivered to the Investor 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, this Agreement and the Amended and Restated Notes or otherwise. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the time of filing of the Cleansing 8-K Filing with the SEC without the express prior written consent of such Buyer. If a Buyer has, the Investor (which may be granted or believes it has, received any such material, nonpublic information regarding withheld in the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic informationInvestor’s sole discretion). In the event of a breach of any of the foregoing covenant covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the Transaction Documents, a Buyer the Investor shall have the right right, subject to giving the Company at least one (1) Business Day’s prior written notice, to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior written consent of the other parties hereto; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Transaction 8-K Filing, the Amendment 8-K Filing or the Cleansing 8-K Filing (as applicable) and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than with respect to the Transaction 8-K Filing and the Amendment 8-K Filing, without the prior written consent of any applicable Buyerthe Investor (which may be granted or withheld in the Investor’s sole discretion), neither the Company nor any shall not (and shall cause each of its Subsidiaries or Affiliates shall and affiliates to not) disclose the name of such Buyer the Investor in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Investor has not had, and the Investor shall not have (unless expressly agreed to by the Investor in a written definitive and binding agreement executed by the Company and the Investor), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to including this Agreement), the form of the NotesAmended Note, the form of Warrant, the form of the Registration Investor Rights Agreement and the form of Security Documents) the Guaranties as exhibits to such filing (including all attachments, the "“8-K Filing"”)). From and after the filing of the 8-K Filing with the SEC, no Buyer the Lender shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Unless requested in writing by the Lender, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Lender with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyerthe Lender. If a Buyer the Lender has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, Company nor any of its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Lender, to make any press release or other public disclosure with respect to such transactions (ia) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iib) as is required by applicable law and regulations Requirements of Law (provided that in the case of clause (ia) each Buyer the Lender shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyerthe Lender, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer the Lender in any filing, announcement, release or otherwise, except as required by applicable Requirements of Law.

Disclosure of Transactions and Other Material Information. (i) On or before 8:30 a.m.the Disclosure Time (as defined below), New York City time, on the second Business Day following the date of this Agreement, the Company Rexahn shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all material schedules and exhibits to this Agreement), the form of the Notes, the form of Warrant, the form Form of the Registration Rights Lock-Up Agreement and the form of Security DocumentsLeak-Out Agreement) as exhibits to such filing (including all attachments, ) (the "“8-K Filing"”). From and after As of the filing of the 8-K Filing with the SECFinal Form S-4, no Buyer shall be in possession of any material, nonpublic non-public information received from the CompanyOcuphire, Rexahn, any of its their respective Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K FilingFinal Form S-4. The Company Each of Ocuphire and Rexahn shall not, and shall cause each of its their respective Subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide any Buyer with any material, nonpublic non-public information regarding the Company Ocuphire, Rexahn or any of its their respective Subsidiaries from and after the filing of the 8Final Form S-4 until the Closing except as necessary to amend or waive the transactions contemplated by this Agreement or to amend, update or finalize the Draft Merger Agreement and/or the Draft Form S-4. To the extent such Buyer is provided with material, non-K Filing public information pursuant to the foregoing sentence, Rexahn shall make public disclosure of such material, non-public information in due course, but in any event, no later than the Closing. From and after the Closing, no Buyer shall be in possession of any material, non-public information received from Ocuphire, Rexahn, any of their respective Subsidiaries or any of their respective officers, directors, employees, affiliates or agents. In addition, from and after the Closing, each of Ocuphire and Rexahn acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between Ocuphire, Rexahn, any of their respective Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. Each of Ocuphire and Rexahn shall not, and shall cause each of their respective Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Buyer with any material, non-public information regarding Ocuphire, Rexahn or any of their respective Subsidiaries from and after the SEC Closing without the express prior written consent of such Buyer. If after the Closing, a Buyer has, or believes it has, received any such material, nonpublic non-public information regarding the Company Ocuphire, Rexahn or any of its Subsidiariestheir respective Subsidiaries from Ocuphire, Rexahn, any of their respective Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it shall may provide the Company Rexahn with written notice thereof. The Company Following the Closing, Rexahn shall, within five two (52) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic non-public information. In the event of a breach of the foregoing covenant by the CompanyOcuphire, Rexahn, any of its their respective Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the CompanyOcuphire, its Rexahn, their respective Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates or agents. No Buyer shall have any liability to the CompanyOcuphire, its Rexahn, their respective Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents for any such disclosure. To the extent that Ocuphire or Rexahn delivers any material, non-public information to a Buyer without such Buyer’s consent, each of Ocuphire and Rexahn hereby covenants and agrees that following the Closing such Buyer shall not have any duty of confidentiality to Ocuphire, Rexahn, any of their respective Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to Ocuphire, Rexahn, any of their respective Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Companynone of Ocuphire, its Rexahn, their respective Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company each of Ocuphire and Rexahn shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, (ii) in the Final Form S-4 and (iiiii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) each Buyer the Lead Investor shall be consulted by the Company Ocuphire or Rexahn in connection with any such press release 8-K Filing or other public disclosure prior to its release). Without Except for the 8-K Filing and the Final Form S-4 without the prior written consent of any applicable Buyer, neither the Company nor none of Ocuphire, Rexahn or any of its their respective Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.. Subject to the terms set forth in Section 5(n)(iii) below, following the Closing, upon receipt or delivery by Rexahn of any notice in accordance with the terms of this Agreement or any other Transaction Document, unless Rexahn has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to Rexahn or the Rexahn Subsidiaries, Rexahn shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that Rexahn believes that a notice contains material, nonpublic information relating to Rexahn or the Rexahn Subsidiaries, Rexahn so shall indicate to the Buyers contemporaneously with delivery of such notice, and in the absence of any such indication, the Buyers shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to Rexahn or the Rexahn Subsidiaries. As used herein, “

Disclosure of Transactions and Other Material Information. Each of the Issuer Parties agrees that neither it nor any other Person acting on its behalf will provide any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. Each of the Issuer Parties understands and confirms that each of the Buyers will rely on the foregoing covenant in effecting transactions in securities of the Company. On or before 8:30 a.m., New York City time, on the second (2nd) Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, Notes and the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (such filing, including all such attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Each Issuer Party shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitledincluding, without the prior approval of any Buyerlimitation, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with offers made to any such press release or other public disclosure prior Buyer pursuant to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwiseSection 4(j) below.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., a.m. New York City time, time on the second first Business Day following the date of this AgreementClosing Date, the Company ShellCo shall issue file a press release and file describing the material terms of the transactions contemplated by the Transaction Documents. ShellCo shall file, as a "small business issuer" (as defined in Item 10(a) of Regulation SB under the 1934 Act), a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in Documents, on or prior to the form - 18 - date required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this the Securities Purchase Agreement (and all schedules to thereto), this AgreementJoinder Agreement (and all schedules hereto), the form of the Notes, the form of WarrantWarrants, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "8-K FilingFILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, ShellCo, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the an 8-K Filing. The Company shall not, ShellCo and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, shall not to, provide any Buyer with any material, nonpublic information regarding the Company Company, ShellCo or any of its their Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding from or on behalf of ShellCo, the Company or any of its their respective subsidiaries regarding ShellCo, the Company or any of the Subsidiaries, it shall provide the Company ShellCo with written notice thereof. The Company ShellCo shall, within five four (54) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationinformation unless the Company has in good faith determined that the matters relating to such notice do not constitute material non-public information about the Company. In the event of a breach of the foregoing covenant by the CompanyShellCo, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the CompanyShellCo, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the CompanyShellCo, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither none of ShellCo, the Company, its any of their Subsidiaries nor or any Buyer shall issue any press releases or any other public statements with in respect to of the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company ShellCo shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with in respect to of such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that Requirements of Law. Notwithstanding the foregoing, ShellCo shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the case of clause (i) each Buyer shall be consulted by the Company in connection with SEC or any such press release regulatory agency or other public disclosure prior to its release). Without Principal Market, without the prior written consent of any applicable such Buyer, neither except (i) for disclosure thereof in the Company nor 8-K Filing or Registration Statement or (ii) as required by applicable Requirements of Law, the regulations of the stock exchange or automatic quotation system upon which ShellCo's shares of Common Stock are then traded or any order of its Subsidiaries any court or Affiliates other governmental agency, in which case ShellCo shall disclose the name provide such Buyer with prior notice of such Buyer in any filing, announcement, release or otherwisedisclosure and the opportunity to review and comment on such disclosure.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) including as exhibits to such filing Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SECCommission, no Buyer the Purchaser shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer the Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Buyerthe Purchaser. If a Buyer has, or believes it has, received any such material, nonpublic information regarding Neither the Company or any of its Subsidiaries, it shall provide nor the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) each Buyer above, the Purchaser shall be consulted by the Company (although the consent of the Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, Security Documents and the form of the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no Buyer (other than the Buyer’s set forth on Schedule 4(i)) shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Requisite Buyers shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and provided that in any case the Company shall not disclose the identity of any Buyer without such Buyer’s express written consent unless required by applicable law and regulations). Without Notwithstanding the prior written consent foregoing, in the event that any Buyer is deemed a director by deputization by virtue of any applicable Buyerthe rights set forth in Section 4(y), neither the Company nor any restrictions set forth in this Section 4(i) shall not apply to the provision of its Subsidiaries or Affiliates shall disclose information in the name of ordinary course to such Buyer in any filing, announcement, release or otherwisedirector.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company Partnership shall issue a press release and file a Current Report on Form 8-K (provided that such press release shall be issued and such Form 8-K shall be filed at the same time), in each case, reasonably acceptable to the Purchasers, describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Notes, the form of WarrantPartnership Agreement, the form of the Registration Rights Agreement and the form of Security Documents) Lock-Up Agreement as exhibits to such filing (including all attachments), the "“8-K Filing"”). From In addition, the Partnership hereby covenants and agrees that it shall include in the 8-K Filing any information that constitutes, or could reasonably be expected to constitute, material, nonpublic information regarding the Partnership or any of its Subsidiaries received by any of the Purchasers other than TETRA from the Partnership, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents. Accordingly, immediately after the filing of the 8-K Filing with the SECCommission, no Buyer Purchaser other than TETRA shall be in possession of any material, nonpublic information received from the CompanyPartnership, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Partnership acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, including, without limitation, the Confidentiality Agreements, whether written or oral, between the Partnership, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Purchasers or any of their Affiliates, on the other hand, shall terminate and shall be of no further force or effect. The Company Partnership understands and confirms that each of the Purchasers will rely on the foregoing in effecting transactions in securities of the Partnership. The Partnership shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company Partnership or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of such BuyerPurchaser. If a Buyer Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company Partnership or any of its SubsidiariesSubsidiaries from the Purchaser, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company Partnership with written notice thereof. The Company Partnership shall, to the extent it believes such information is material, nonpublic information, within five two (52) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In To the event extent that the Partnership delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Partnership hereby covenants and agrees that such Purchaser shall not have any duty of a breach of confidentiality to the foregoing covenant by the CompanyPartnership, any of its Subsidiaries, or any of its or their respective respective, officers, directors, Affiliates, employees and agentsor agents with respect to, in addition or a duty to the Partnership, any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective respective, officers, directors, Affiliates, employees or agents. No Buyer shall have any liability agents not to trade on the Companybasis of, its Subsidiariessuch material, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosurenon-public information. Subject to the foregoing, neither the CompanyPartnership, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Partnership shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company Partnership in connection with any such press release or other public disclosure prior to its release). Without To the prior written consent of any applicable Buyerextent the Partnership is required to deliver a notice containing material, neither nonpublic information relating to the Company nor Partnership or its Subsidiaries (a “MNPI Notice”) to a Purchaser pursuant to any of the Transaction Documents, the Partnership shall request from such Purchaser whether it wishes to receive such MNPI Notice without identifying such material, nonpublic information, and the Partnership shall only proceed to (and will only be required to) deliver such MNPI Notice to such Purchaser if such Purchaser consents in writing to receive such MNPI Notice. If a Purchaser does not consent in writing to receive a MNPI Notice, such Purchaser will be deemed to have waived its Subsidiaries or Affiliates right to receive such MNPI Notice and the Partnership shall disclose have the name of ability to exercise its rights with respect to the matters for which such Buyer MNPI Notice is required as provided in any filing, announcement, release or otherwisethe Transaction Documents.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the second first Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act Exchange Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement Note and the form of Security Documents) Warrant as exhibits to such filing (including all attachments, the "“Initial 8-K Filing"”). Upon any Additional Closings, to the extent the Company determines that knowledge of such Additional Closing constitutes material, nonpublic information, the Company shall, on or before 8:30 a.m., New York City time, on the first Business Day after the date of the applicable Joinder Agreement is executed with respect to such Additional Closing, issue a press release (an “Additional Press Release”) or file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Joinder Agreement in the form required by the Exchange Act (an “Additional 8-K Filing” and together with the Initial 8-K Filing, the “8-K Filing”). From and after the filing of the Initial 8-K Filing with the SEC and after the issuance of either an Additional Press Release or the filing of an Additional 8-K Filing with the SEC, no Buyer as applicable, the applicable Subscriber(s) shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing, or, if applicable, Additional Press Release. The Thereafter, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer Subscriber with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the prior express written consent of such BuyerSubscriber. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions Except as contemplated hereby; provided, however, that the Company shall be entitledabove, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable BuyerSubscriber, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer Subscriber in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:00 p.m., New York City timeTime, on the second fourth Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of WarrantWarrants, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees employees, stockholders, representatives or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its their Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its their Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company, on or before 8:30 9:00 a.m., New York City time, on the second Business Day immediately following the date of this AgreementAgreement (the “Disclosure Deadline”), the Company shall issue a one or more press release releases (the “Press Release”) and file with the Commission a Current Report on Form 8-K describing (collectively, the “Disclosure Document”), which Current Report on Form 8-K shall include as exhibits this Agreement, the Purchase Agreement and the Press Release, disclosing all material terms of the transactions contemplated hereby and any other material nonpublic information within the meaning of the federal securities laws that the Company, Travere or their respective officers, directors, employees, agents, including the Placement Agents, or any other Person acting at the direction or on behalf of the Company or Travere has provided to the Purchasers in connection with the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules or the Purchase Agreement prior to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8Disclosure Document (which includes the material terms of the transactions contemplated hereby, the material terms of the Purchase Agreement and the transactions contemplated thereby and any other material non-K Filing with public information made available to the SECPurchasers). The Company represents and warrants that, from and after the issuance of the Disclosure Document, no Buyer Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Travere or any of their respective officers, directors, employees or employees, agents, that is not disclosed in the 8-K Filingincluding Placement Agents, or other Person acting at their direction or on their behalf. The Company shall not, and shall cause each of its Subsidiaries Travere and its and each of their respective officers, directors, employees and employees, agents, including the Placement Agents, and any other Person acting at their direction or on their behalf not to, provide publicly disclose the name of any Buyer 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 without the prior written consent (including by e-mail) of such Purchaser (i) in any press release or marketing materials, or (ii) in any filing with the Commission or any materialregulatory agency or trading market, nonpublic except (A) as required by the federal securities laws, rules or regulations, (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of any national securities exchange on which the Company’s securities are listed for trading or (C) to the extent such disclosure contains only information regarding previously approved in accordance with this Section ‎5.02, and in the case of any disclosure made pursuant to clause (ii), the Company or any will provide such Purchaser with prior written notice (including by e-mail) of its Subsidiaries from and after an opportunity to review and comment on the applicable portion of such filing. Upon the earlier of (i) the Disclosure Deadline, (ii) the issuance of the Press Release and (iii) the filing of the 8-K Filing Disclosure Document, each Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its Travere or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directorsAffiliates, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its other Person, including the Placement Agents, acting at their direction or on their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwisebehalf.

Disclosure of Transactions and Other Material Information. On The Company, on or before 8:30 9:00 a.m., New York City time, on the second Business Day immediately following the date of this AgreementAgreement (the “Disclosure Deadline”), the Company shall issue a one or more press release releases (the “Press Release”) and file with the Commission a Current Report on Form 8-K describing (collectively, the “Disclosure Document”), which Current Report on Form 8-K shall include as exhibits this Agreement, the Purchase Agreement and the Press Release, disclosing all material terms of the transactions contemplated hereby and any other material nonpublic information within the meaning of the federal securities laws that the Company, Travere or their respective officers, directors, employees, agents, including the Placement Agents, or any other Person acting at the direction or on behalf of the Company or Travere has provided to the Purchasers in connection with the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules or the Purchase Agreement prior to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8Disclosure Document (which includes the material terms of the transactions contemplated hereby, the material terms of the Purchase Agreement and the transactions contemplated thereby and any other material non-K Filing with public information made available to the SECPurchasers). The Company represents and warrants that, from and after the issuance of the Disclosure Document, no Buyer Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Travere or any of their respective officers, directors, employees or employees, agents, that is not disclosed in the 8-K Filingincluding Placement Agents, or other Person acting at their direction or on their behalf. The Company shall not, and shall cause each of its Subsidiaries Travere and its and each of their respective officers, directors, employees and employees, agents, including the Placement Agents, and any other Person acting at their direction or on their behalf not to, provide publicly disclose the name of any Buyer 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 without the prior written consent (including by e-mail) of such Purchaser (i) in any press release or marketing materials, or (ii) in any filing with the Commission or any materialregulatory agency or trading market, nonpublic except (A) as required by the federal securities laws, rules or regulations, (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of any national securities exchange on which the Company’s securities are listed for trading or (C) to the extent such disclosure contains only information regarding previously approved in accordance with this Section 5.02, and in the case of any disclosure made pursuant to clause (ii), the Company or any will provide such Purchaser with prior written notice (including by e-mail) of its Subsidiaries from and after an opportunity to review and comment on the applicable portion of such filing. Upon the earlier of (i) the Disclosure Deadline, (ii) the issuance of the Press Release and (iii) the filing of the 8-K Filing Disclosure Document, each Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its Travere or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directorsAffiliates, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its other Person, including the Placement Agents, acting at their direction or on their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwisebehalf.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first Business Day following the execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and all other material nonpublic information provided to the Buyers from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents (the “Press Release”). On or before 8:30 a.m., New York City time, on the second Business Day following the date execution and delivery of this Agreement, the Company shall issue a press release and file a Current Report on Form 86-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Registration Rights Agreement, the form of the Notes, the form of Warrant, Notes and the form of the Registration Rights Agreement and the form of Security DocumentsWarrants) as exhibits to such filing (including all attachments, the "8“6-K Filing"”). From and after the filing of the 86-K Filing with the SECFiling, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filingsuch Press Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than in connection with the future SEC Reports, the Company shall not disclose the name of any Buyer without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York, the Hong Kong Special Administrative Region or the Peoples Republic of China are authorized or required by law to remain closed.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second fourth Business Day following the date of this AgreementAgreement (the "8-K Filing Time"), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents hereby in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the Commission by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Exchanged Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "8-K Filing"). From The Company hereby represents and warrants to the Investor that from and after the filing of the 8-K Filing with the SECCommission, no Buyer the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureInvestor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyerthe Investor, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:00 p.m., New York City time, on the second fourth (4th) Business Day following the date of this Agreement, the Company Parent shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the NotesDebenture, the form of Warrant, the form of Warrant and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "8-K Filing"). Except as set forth in the Debentures, any material non-public information provided by any Company to any Buyer in connection with this transaction that continues to constitute material nonpublic information on the 90th day following the Closing shall be disclosed by Parent in a Current Report on Form 8-K filed on such date. From and after the filing of the such Form 8-K Filing with the SEC, Parent represents and acknowledges that no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries the Companies, or any of their respective officers, directors, employees or agents, that is not disclosed in the such Form 8-K Filing. The Company K. Each of the Companies shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic information regarding the Company Parent or any of its Subsidiaries from and after the filing of the such Form 8-K Filing with the SEC without the express written consent of such Buyer. If ; provided, however, that each of the Companies may provide a Buyer has, or believes it has, received any such material, with material nonpublic information regarding to the Company or extent required under the Transaction Documents, and Parent represents and acknowledges any of its Subsidiaries, it and all such information shall provide no longer constitute material nonpublic information on the Company with written notice 90th day after disclosure thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, the Companies or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer may, but shall have not be obligated to, notify Parent of such breach and the right material, nonpublic information the receipt of which resulted in such breach. Within two Business Days of receipt of such notice, Parent shall either (a) deliver a notice to such Buyer certifying such material, non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither any of the Company, its Subsidiaries Companies nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither none of the Company nor any of its Subsidiaries or Affiliates Companies shall disclose the name of such any Buyer or its affiliates in any filing, announcement, release or otherwiseotherwise unless required by law.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the second Business first Trading Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form forms of the Notes, Warrants and the form of Warrant, the form forms of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing Notes (including all attachments, the "“8-K Filing"”). Each Buyer shall have reasonable opportunity to review and comment on the 8-K Filing prior to the filing thereof. From and after the filing of the 8-K Filing with Filing, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause the Subsidiary and each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries the Subsidiary from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such Buyer. If a The Company understands and confirms that each Buyer hasshall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, or believes it hasand based on such covenant and agreement, received unless otherwise expressly agreed in writing by such Buyer: (i) such Buyer does not have any such material, nonpublic obligation of confidentiality with respect to any information regarding that the Company or provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of any of its Subsidiaries, it shall provide duty to the Company with written notice thereof. The and/or to have misappropriated any non-public information of the Company, if such Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company shall, within five (5) Trading Days of receipt while in possession of such notice, make material non-public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenant covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, a such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, nonpublic information non-public information, as applicable, without the prior approval by the Company, its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any the applicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or Affiliates shall and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, As soon as practicable on the second first Business Day following the date of this Agreement, the Company shall issue a press release and disclosing all of the material terms of the Transactions Documents. On or before 5:30 p.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form Certificates of Warrant, Designations and the form of the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "Initial 8-K Filing"). On or before 9:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the "Additional 8-K Filing," and together with the Initial 8-K Filing, the "8-K Filings"). From and after the filing of the Initial 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such BuyerBuyer or as may be required under the terms of the Transaction Documents. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company or any Subsidiary, it shall may provide the Company with written notice thereof. The If the Company agrees, in its reasonable determination, that such information is material and nonpublic, the Company shall, within five (5) Trading Days (as defined in the Certificates of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market (except to the extent that such names appear in this Agreement or the other Transaction Documents or the Registration Statement required to be filed with the SEC).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date on which this Agreement is fully executed and delivered by the Company and all of the Buyers, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York time, on the second Business Day following the date on which this Agreement is fully executed and delivered by the Company and all of this Agreementthe Buyers, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form forms of WarrantSecurity Documents, the form of Escrow Agreement and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“Initial 8-K Filing"”). On or before 8:30 a.m., New York City Time, on the second Trading Day following the MECAR Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transactions contemplated by the MECAR Contract and attaching the MECAR Certificate (the “MECAR 8-K Filing”). On or before 8:30 a.m., New York City Time, on the first Trading Day following the Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the “Additional 8-K Filing,” and together with the Initial 8-K Filing and the MECAR 8-K Filing, the “8-K Filings”). From and after the filing of the Initial 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, reasonably believes that the Company or believes its agents have distributed to it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Initial 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such any Buyer in any filing, announcementannouncement or press release, unless such disclosure is required by law, regulation or the Principal Market (and in such case, the Company shall have consulted with such Buyer in connection with any such press release or otherwiseother public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) Lock-Up Agreement as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on not later than the second Business Day fourth business day following the date of this Agreement, the Company Parent shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (Documents, including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of Debentures and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). Any material non-public information provided by Parent and/or the Company to Buyer in connection with this transaction shall be disclosed by Parent in an 8-K Filing by the earlier of (A) thirty (30) Business Days of the date hereof, and (B) four (4) Business Days following the consummation of an equity offering by the Parent. From and after the filing of the such 8-K Filing with the SEC, Parent represents and acknowledges that no Buyer shall be in possession of any material, nonpublic information received from the Company, Parent or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Parent shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic information regarding the Company Parent or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the CompanyParent, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer may, but shall have not be obligated to, notify Parent of such breach and the right material, nonpublic information the receipt of which resulted in such breach. Within two business days of receipt of such notice, Parent shall either (a) deliver a notice to such Buyer certifying such material, non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement advertisement, Form 8-K, or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the CompanyParent, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither Parent nor the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such any Buyer or its affiliates in any filing, announcement, release or otherwiseotherwise except in the 8-K Filing or other required SEC filing or report, or as otherwise may be required by law.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on ON the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant, the form of Additional Investment Right, the Registration Rights Agreement, the Voting Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "8-K FilingFILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of any such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date on which this Agreement is fully executed and delivered by the Company and all of the Buyers, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York time, on the second Business Day following the date on which this Agreement is fully executed and delivered by the Company and all of this Agreementthe Buyers, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form forms of WarrantSecurity Documents, the form of Escrow Agreement and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the “Initial 8-K Filing”). On or before 8:30 a.m., New York City Time, on the second Trading Day following the MECAR Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transactions contemplated by the MECAR Contract and attaching the MECAR Certificate (the “MECAR 8-K Filing”). On or before 8:30 a.m., New York City Time, on the first Trading Day following the Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the "Additional 8-K Filing,” and together with the Initial 8-K Filing and the MECAR 8-K Filing, the "8-K Filing"Filings”). From and after the filing of the Initial 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, reasonably believes that the Company or believes its agents have distributed to it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Initial 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such any Buyer in any filing, announcementannouncement or press release, unless such disclosure is required by law, regulation or the Principal Market (and in such case, the Company shall have consulted with such Buyer in connection with any such press release or otherwiseother public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:00 p.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant, the form of Additional Investment Right, the Registration Rights Agreement, the Voting Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K K, which the Collateral Agent shall have approved prior to its release and filing, describing the terms of the transactions contemplated by the Transaction Documents this Agreement in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "“New Investor 8-K Filing"”). Neither the Company, its Subsidiaries nor the Selling Investor or the New Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Selling Investor or the New Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the New Investor 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Selling Investor and the New Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). From and after the filing of the New Investor 8-K Filing with the SEC, no Buyer the Selling Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the New Investor 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Selling Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the New Investor 8-K Filing with the SEC without the express written consent of such Buyerthe Selling Investor. If a Buyer the Selling Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer the Selling Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer The Selling Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyerthe Selling Investor, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer the Selling Investor in any filingfiling (other than as is required by applicable law or regulations), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the second Business first Trading Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form forms of the Notes, Warrants and the form of Warrant, the form forms of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing Notes (including all attachments, the "“8-K Filing"”). The Buyer shall have reasonable opportunity to review and comment on the 8-K Filing prior to the filing thereof. From and after the filing of the 8-K Filing with Filing, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to the Company, Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause the Subsidiary and each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any the Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries the Subsidiary from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such the Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shallunderstands and confirms that the Buyer shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, within five and based on such covenant and agreement, unless otherwise expressly agreed in writing by the Buyer: (5i) Trading Days the Buyer does not have any obligation of receipt confidentiality with respect to any information that the Company provides to the Buyer; and (ii) the Buyer shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if the Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession of such notice, make material non-public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenant covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of the Buyer), in addition to any other remedy provided herein or in the Transaction Documents, a the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, nonpublic information non-public information, as applicable, without the prior approval by the Company, its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees or agents. No The Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any the applicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or Affiliates shall and affiliates to not) disclose the name of such the Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day immediately following the date of this AgreementFirst Closing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) including as exhibits to such filing Current Report on Form 8-K this Agreement, the Warrants, the Certificate of Designations and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SECCommission, no Buyer the Purchaser shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer the Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Buyerthe Purchaser. If a Buyer has, or believes it has, received any such material, nonpublic information regarding Neither the Company or any of its Subsidiaries, it shall provide nor the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) each Buyer above, the Purchaser shall be consulted by the Company (although the consent of the Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company Parent shall issue a press release and file a Current Report on Form 86-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and but excluding all schedules to this Agreement, assuming no material non-public information is contained in such schedules), the form of each of the Notes, the form of WarrantWarrants, the form of the Registration Rights Agreement and the form of Security DocumentsGuarantees) as exhibits to such filing (including all attachments, the "86-K Filing") and a material change report on Form 51-102F3 in accordance with National Instrument 51-102 of the CSA with respect thereto (the "Material Change Report"). From and after Upon the filing of the 86-K Filing with the SECSEC and the filing of the Material Change Report with the CSA, no the Buyer shall not be in possession of any material, nonpublic information received from the Company, Parent or any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 86-K FilingFiling and the Material Change Report. The Company Parent shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, nonpublic information regarding the Company Parent or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC and the filing of the Material Change Report with the CSA without the express written consent of such the Buyer. If a If, after the deadline for the 6-K Filing set forth above, the Buyer has, or reasonably believes it has, received any such material, nonpublic information regarding the Company Parent or any of its Subsidiaries, it shall provide the Company Parent with written notice thereof. The Company Parent shall, within five (5) Trading Days of receipt of such noticenotice except pursuant to Allowable Grace Periods under the Registration Rights Agreement, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the CompanyParent, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the CompanyParent, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No The Buyer shall not have any liability to the CompanyParent, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Parent nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of any the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each the Buyer shall be consulted by the Company Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable the Buyer, which shall be deemed to have been received in respect of the filing of the Transaction Documents with the 6-K Filing and the filing of the Material Change Report, neither the Company Parent nor any of its Subsidiaries or Affiliates shall disclose the name of such the Buyer in any filing, announcement, release or otherwiseotherwise other than in a prospectus for the resale of the Conversion Shares, to which consent is deemed given hereby or as otherwise required by law to specifically name the Buyer.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, Notes and the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after As of immediately following the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The For so long as the Notes and Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If For so long as the Notes and Warrants are outstanding, if a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second Business Day following the date of this AgreementApril 5, 2007, the Company shall issue a press release (the "Initial Press Release") and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "Initial 8-K Filing"). From On or before 8:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall issue a press release (each an "Additional Press Release", and after together with the filing of Initial Press Release the "Press Releases") and file a Current Report on Form 8-K Filing with the SEC, no Buyer shall SEC describing the transactions to be in possession of any material, nonpublic information received from consummated pursuant thereto (the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the "Additional 8-K Filing," and together with the Initial 8-K Filing, the "8-K Filings"). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, other than in the 8-K Filings and the Press Releases (which shall be subject to the reasonable approval of the Initial Buyers), neither the Company nor any of its Subsidiaries subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any public filing, public announcement, press release or otherwisesimilar public disclosure, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries the Subsidiary or any of their respective officers, directors, employees or agents, that which is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries the Subsidiary and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries the Subsidiary from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any the Subsidiary after the occurrence of its Subsidiariesthe 8-K Filing, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information, to the extent such information is both material and nonpublic. In “Trading Day” means any day on which the event Common Stock is traded on Nasdaq, or, if Nasdaq is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of a breach trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the foregoing covenant by hour ending at 4:00 p.m., New York time). Neither the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Subsidiary nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Agent shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries the Subsidiary or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, unless such disclosure is required by law, regulation or Nasdaq.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement Warrant and the form of Security DocumentsLock-up Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after As of immediately following the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. If the Company or any of its or their respective officers, directors, employees, stockholders or agents delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a two Current Report Reports on Form 8-K K, the first describing the Acquisition and attaching the material documents related to the Acquisition (including, without limitation, the Merger Agreement) and the second describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Indenture, the form of the Notes, the form of Warrant, the form of and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachmentsexhibits, the "8-K FilingFILINGS"). From and after the filing of the 8-K Filing Filings with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFilings. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing Filings with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees employees, or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation, or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day first business day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, exhibits and schedules to such documents, the "8-K FilingFILING"). The Company shall not publicly disclose, by press release or otherwise, the transactions contemplated by the Transaction Documents or any other financing transaction prior to the Closing Date. From and after the filing of the 8-K Filing with the SEC, no Buyer Investor shall be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic informationInvestor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or herein, in the Transaction Documents, a Buyer an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer Investor shall have any liability to the Company, its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day fourth business day following the date of this Agreement, the Company Parent shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of Debentures and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). Any material non-public information provided by Parent and/or the Company to any Buyer in connection with this transaction shall be included by Parent within the aforementioned 8-K Filing. From and after the filing of the 8-K Filing with the SEC, Parent represents and acknowledges that no Buyer shall be in possession of any material, nonpublic information received from the Company, Parent or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Parent shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic information regarding the Company Parent or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the CompanyParent, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer may, but shall have not be obligated to, notify Parent of such breach and the right material, nonpublic information the receipt of which resulted in such breach. Within two business days of receipt of such notice, Parent shall either (a) deliver a notice to such Buyer certifying such material, non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the CompanyParent, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither Parent nor the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such any Buyer or its affiliates in any filing, announcement, release or otherwiseotherwise except in the 8-K Filing.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second first Business Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the NotesDebenture, the form of Warrant, the form of Warrant and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after As of the filing of the 8-K Filing with the SEC, unless required pursuant to Section 3(i) of the Registration Rights Agreement, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Unless required pursuant to Section 3(i) of the Registration Rights Agreement, the Company shall not, and shall use its reasonable best efforts to cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer hasshall not, and shall use its reasonable best efforts to cause each of its respective officers, directors, employees and agents not to, solicit from the Company, or believes it hasfrom its officers, received directors, employees and agents any such material, nonpublic material non-public information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On (i) Disclosure of Transaction. The Guarantor shall, on or before 8:30 9:30 a.m., New York City time, on the second first (1st) Business Day following after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company Guarantor shall issue a press release and file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Indenture, the form of the Notes, the form of Warrant, Note and the form of the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "8“6-K Filing"”). From and after the filing of the 86-K Filing with Filing, the SEC, no Buyer Guarantor shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Guarantor or any of its Subsidiaries subsidiaries or any of their respective officersRepresentatives in connection with the transactions contemplated by the Transaction Documents. In addition, directors, employees or agents, that is not disclosed in effective upon the 8filing of the 6-K Filing. The Company shall not, the Guarantor acknowledges and shall cause each agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Guarantor, any of its Subsidiaries and its and each subsidiaries or any of their respective officersRepresentatives, directorson the one hand, employees and agentsany of the Buyers or any of their affiliates, not on the other hand, shall terminate, and no Buyer shall have any duty of confidentiality with respect to, provide any Buyer with any materialor a duty not to trade in the securities of, nonpublic information regarding the Company Guarantor or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwisesubsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date execution of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to of this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Lock-Up Agreement and the form of Security DocumentsWarrants) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after As of immediately following the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five two (52) Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agentsagents but shall send the Company the press release prior to dissemination and in good faith consider suggestions the Company may have. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company, its Subsidiaries or any of its or their respective officers, directors, employees, stockholders or agents deliver any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company's securities are then listed or quoted (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company's securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this AgreementClosing Date, the Company Parent shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement Note and the form of Security Documents) as exhibits to such filing Put Agreement (including all attachments, the "“8-K Filing"”). From Parent shall provide the Agent, the Lenders and after the Holders a reasonable opportunity to review the 8-K Filing prior to the filing thereof. Any material non-public information provided by any Borrower to any Lender in connection with the transactions contemplated hereby shall be included by Parent within the aforementioned 8-K Filing. Parent represents and acknowledges that, upon consummation of the 8-K Filing with the SECFiling, no Buyer Lender shall be in possession of any material, nonpublic material non-public information received from the Company, any of its Subsidiaries the Borrowers, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Each of the Borrowers shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Lender with any material, nonpublic material non-public information regarding the Company Parent or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such Buyer. If a Buyer has, Lender or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic informationas otherwise expressly required by this Agreement. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, the Borrowers or any of its or their respective officers, directors, employees and or agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Buyer Lender may, but shall have not be obligated to, notify Parent of such breach and the right material non-public information the receipt of which resulted in such breach. Within two Business Days of receipt of such notice, Parent shall either (a) deliver a notice to such Lender certifying that such material non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement advertisement, Form 8-K or otherwise, of such materialmaterial non-public information. In the event that Parent believes that a notice delivered pursuant to this Agreement contains material non-public information relating to itself, nonpublic the other Borrowers or their Subsidiaries, Parent shall so indicate to the Holders contemporaneously with delivery of such notice, and in the absence of any such indication, the Holders shall be allowed to presume that all matters relating to such notice do not constitute material non-public information without the prior approval by the Company, relating to Parent or its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoingforegoing provisions of this Section 8.26, neither any of the Company, its Subsidiaries Borrowers nor any Buyer Lender shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of any BuyerLender, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) each Buyer Lender shall be consulted by the Company Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable BuyerLender, neither none of the Company nor any of its Subsidiaries or Affiliates Borrowers shall disclose the name of such Buyer any Lender or its affiliates in any filing, announcement, release or otherwiseotherwise unless required by law.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date execution of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to of this Agreement), the form of the Notes, the form of Warrant, Warrants and the form of the Registration Rights Agreement and the form of Security DocumentsLock-Up Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after As of immediately following the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five (5) Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:00 p.m., New York City timeTime, on the second fourth Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, to the knowledge of the Company, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees employees, stockholders, representatives or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall not knowingly cause each any of its Subsidiaries and or its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its their Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its their Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither none of the Company, its Subsidiaries nor or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the approval of all of the Buyers; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Required Holders shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall not disclose the name of such any Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of the New Notes, the form of Warrant, and the form of the Registration Rights Agreement and the form of Security Documents) Agreement), as exhibits to such filing (including all attachments, the "8-K FilingFILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall promptly provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure, except where, as a result of the willful misconduct or gross negligence of such Buyer, any such disclosure contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or Affiliates affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On As soon as possible after the Closing, but in any event no later than 8:00 a.m., New York City time, on the first Business Day immediately following the Closing Date, the Company shall issue a press release with respect to the transactions contemplated by this Agreement, which press release shall be in the form attached hereto as Exhibit G. In addition, on or before 8:30 a.m., New York City time, on the second Business Day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of Security Documents) including as exhibits to such filing Current Report on Form 8-K this Agreement, a form of the Warrant, a form of the AIR, and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act (including all attachments, the "“8-K Filing"”). From For purposes of this Agreement, a “Business Day” means any day except Saturday, Sunday and after any day which is a legal holiday or a day on which banking institutions in the State of Massachusetts generally are authorized or required by law or other government actions to close. As of the time of the filing of the 8-K Filing with the SECCommission, no Buyer Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Company without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosurePurchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any other press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) above, each Buyer Purchaser shall be consulted notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day business day following the date of this Agreement, the Company Parent shall issue a press release and file a Current Report on Form 8-K describing the terms of the NYK 1088891-10.079338.0012 transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, if required), the form of the Notes, the form of Warrant, the form of Debentures and the Registration Rights Agreement and the form of Security DocumentsAgreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). Any material non-public information provided by Parent and/or the Company to any Buyer in connection with this transaction shall be included by Parent within the aforementioned 8-K Filing. From and after the filing of the 8-K Filing with the SEC, Parent represents and acknowledges that no Buyer shall be in possession of any material, nonpublic information received from the Company, Parent or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Parent shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic information regarding the Company Parent or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the CompanyParent, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer may, but shall have not be obligated to, notify Parent of such breach and the right material, nonpublic information the receipt of which resulted in such breach. Within two business days of receipt of such notice, Parent shall either (a) deliver a notice to such Buyer certifying such material, non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement advertisement, Form 8-K, or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the CompanyParent, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither Parent nor the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such any Buyer or its affiliates in any filing, announcement, release or otherwiseotherwise except in the 8-K Filing, the Registration Statement (as defined in the Registration Rights Agreement) or other required SEC filing or report.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second first Business Day following the date execution of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form - 18 - required by the 1934 Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the NotesCertificate of Designations, the form of Warrant, the form of the Registration Rights Agreement AIR and the form of Security Documentsthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling unless such Buyer is subject to an agreement to keep such information confidential. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.