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 and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers 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 Purchasers, to make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 8-K Filing and contemporaneously therewith and (b) as is required by Applicable Law.

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 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 and conditions of the transactions contemplated by the Transaction Documents and including as exhibits to such 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 and attaching the Agreement as an exhibit to such filing (including all attachments, 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 publicly disclose to, provide the name of Purchaser with any Purchaser material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the 8-K Filing with the Commission without the express written consent of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers 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 the PurchasersPurchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) 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).

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 describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”)) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such 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. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company 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 respective officers, directors, employees and agents not publicly disclose the name of to, provide any Purchaser or with any affiliate or investment adviser material, nonpublic information regarding the Company from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, Company without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Purchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above Purchaser shall be 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).

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 and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the Agreement material Transaction Documents (including, without limitation, this Agreement, the Series A Designation, and the form of Warrant as an exhibit 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 or any of its officers, directors, employees or agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees and agents, not publicly disclose to, provide any Buyer with any material, nonpublic information regarding the name of any Purchaser or any affiliate or investment adviser Company from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the express prior written consent of such PurchaserBuyer. If a Buyer has, except to or believes it has, received any such material, nonpublic information regarding the extent such disclosure is required by law or regulationsCompany, in which case it shall provide the Company shall provide each Purchaser whose name is to be disclosed with prior written notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaserthereof. Subject to the foregoing, neither the Company nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., 9:00 AM New York City time, on the second time four Business Day following Days after the date of this Agreementhereof, the Company shall (A) issue a press release disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the Agreement as an exhibit material Transaction Documents to such filing the extent required by law (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company or its Subsidiaries nor the Purchasers Buyers 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 PurchasersBuyers, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Law. Except for any registration statement filed in accordance with this Agreement, the 8-K Filing and as required by Applicable Law and Trading Market regulations, without the prior written consent of a 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.am, 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 customary press release and file a Current Report on Form 8-K (the "Press Release") describing the terms and conditions of the transactions transaction contemplated by the Transaction Documents Documents. From and after the filing of the Press Release, 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 form required by Press Release. Other than the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoingPress Release, neither the Company Company, its Subsidiaries nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 8-K Filing and contemporaneously therewith and (b) as is required by Applicable Lawapplicable law and regulations, provided that 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 the Press Release or any filing, announcement, release or otherwise, except as required by law, provided that each Buyer shall be consulted by the Company in connection with any such disclosure prior to such disclosure.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the second fourth (4th) Business Day following the date of this Agreement, but in no event prior to May 10, 2012, the Company shall issue a press release and file a Current Report current report on Form 8-K describing the terms and conditions of the transactions transaction contemplated by the Transaction Documents this Agreement, in the form required by the Exchange 1934 Act and attaching the this Agreement as an exhibit to such filing (including all attachmentssuch attachment, the “8-K Filing”). The Company shall not publicly disclose A reasonable time prior to issuing the name of any Purchaser or any affiliate or investment adviser of press release referred to in the Purchaserprevious sentence, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is the Buyer with a copy of the proposed press release and shall consult with Buyer with respect to be disclosed with prior notice the content of such disclosure press release and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Form 8-K. Subject to the foregoing, neither none of the Company nor Company, its Subsidiaries and the Purchasers Buyer shall issue any press releases or any other public statements with respect to the transactions transaction contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the PurchasersBuyer, to make any press release or other public disclosure with respect to such transactions (a) transaction in substantial conformity with the 8-K Filing and contemporaneously therewith (provided that the Company shall consult with the Buyer in connection with any such press release or other public disclosure prior to its release) and (bii) either party may make such disclosure as is required by Applicable applicable Law.

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 business day immediately following the date of this AgreementClosing Date, the Company shall issue a press release release, and on or before 5:30 p.m., New York City time, on the business day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission describing the terms and conditions of the transactions contemplated by the Exchange Agreement and the Transaction Documents and including as exhibits to such Current Report on Form 8-K, the Exchange Agreement, this Agreement, the Certification of Designations, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “"8-K Filing”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 publicly disclose the name of to, provide any Purchaser with any material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) 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).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on or before the second third 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 and conditions of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). For purposes of this Agreement, a “Business Day” means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of Texas generally are authorized or required by law or other government actions to close. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose the name of to, provide any Purchaser with any material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) 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).

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 and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange 1934 Act and attaching the Agreement as an exhibit to such filing material Transaction Documents not previously filed (including, without limitation, this Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, 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 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 publicly disclose to, provide the name of Investor with any Purchaser material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers 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 PurchasersInvestor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 9:30 a.m., New York City timeTime, on the second Business Trading Day following the date hereof, issue a press release disclosing all material terms of the transactions contemplated hereby and complying with applicable SEC rules. On or before 5:00 p.m., New York City Time, on the first business day following the execution and delivery of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the form of this Agreement and the Warrant as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not, and shall cause each of its officers, directors, employees and agents, not publicly disclose to, provide the name of Purchaser with any Purchaser or any affiliate or investment adviser material, nonpublic information regarding the Company from and after the filing of the Purchaser, or include press release referred to in the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect first sentence of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, Section without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersPurchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations, including the applicable rules and regulations of 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 immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K (including all attachments, the "8-K Filing") with the Commission (i) describing the terms and conditions of the transactions contemplated by the Transaction Documents and including as exhibits to such 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 Act, and attaching (ii) disclosing the Agreement as an exhibit to such Company's investment in Araios, Inc. As of the time of the filing (including all attachmentsof the 8-K Filing with the Commission, no 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 not publicly disclose the name of to, provide any Purchaser with any material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, Company without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Purchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable 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 Purchaser shall be 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).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City timeEastern Time, on the second 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 SEC describing the terms and conditions of the transactions contemplated by this Agreement and including as exhibits to such Current Report this Agreement, the Transaction Documents Certificate of Designations and the Registration Rights Agreement in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, no Exchanger 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 publicly disclose to, provide any Exchanger with any material, nonpublic information regarding the name of any Purchaser Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserExchanger. Subject to the foregoing, neither Neither the Company nor the Purchasers any Exchanger 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 Purchasersany Exchanger, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations.

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 (1st) Business Day following after the date of this Agreement, the Company shall (i) issue a press release (the “Press Release”) reasonably acceptable to Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents and (ii) file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the Agreement as an exhibit to such filing material Transaction Documents (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, unless and until a Change of Recommendation has occurred, neither the Company nor the Purchasers 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 the PurchasersBuyer, to make any press release or other public disclosure with respect to such transactions (aA) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bB) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (A) Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on or before 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 and conditions of the transactions contemplated by the Transaction Documents and the transactions set forth in Schedule 3(u) of the Company Disclosure Letter, in form and in substance required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes and the Registration Rights Agreement) as an exhibit exhibits to such filing Form 8-K (including all attachments, the “8-K Filing”). As 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 its or their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits acknowledges its obligation to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except conform to the extent such disclosure is required by law or regulations, requirements of Regulation FD in which case the Company shall provide its dealings with each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserBuyer. Subject to the foregoing, neither Neither the Company nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and substantially contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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 if the Notes or such Buyer is referred to therein).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on As soon as practicable after the second Business Day following Closing and in any event within the date time period required under the rules and regulations of this Agreementthe SEC, the Company Issuer shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to Act, reporting such filing Closing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Issuer, its Subsidiaries nor the Purchasers any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Issuer shall be entitled, without the prior approval of the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Issuer in connection with any such press release or other public disclosure prior to its release). Except for the 8-K Filing, any Registration Statement required to be filed pursuant to the Registration Rights Agreement or as otherwise required by law, without the prior written consent of any applicable Buyer, neither the Issuer 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 third Business Day following the date of this Agreementhereof, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the form of the Registration Rights Agreement and such financial statements) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose ; provided that such press release and Current Report will be subject to reasonable approval from the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserWarrantholder. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers Warrantholder 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 PurchasersWarrantholder, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) the Warrantholder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. (a) 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 describing the transactions contemplated by this Agreement. On or before 8:30 a.m., New York City time, on the Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act and attaching the this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company or any Purchaser shall be entitled, without the prior approval of the Company or any of the Purchasers, (as applicable) to make any other press release or other public disclosure with respect to such transactions transactions: (a) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith; and (b) as is may be required by Applicable LawLaw and regulations, including the Exchange Act (and, in such a case, solely to the extent so required). From and after the 8-K Filing, no Purchaser who has not entered into a separate confidentiality agreement with the Company shall be in possession of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents that is not disclosed in the 8-K Filing.

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 and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the Notes) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers 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 Purchasers, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) the Purchasers 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 a given Purchaser, neither the Company nor any of its affiliates shall disclose the name of such Purchasers 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 Agreement, the Company shall issue a press release and describing the terms of the transactions contemplated by the Transaction Documents in the form attached hereto as Exhibit E. In addition, on or before the end of the third Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the Agreement Transaction Documents (including, without limitation, this Agreement, the form of the Preferred Shares and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiary nor the Purchasers any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company and each Buyer shall be entitled, without the prior approval of the Purchasersother, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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).

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 AgreementJanuary 26, 2018, (i) the Company shall issue a press release reasonably acceptable to the Buyers and (ii) file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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 its capacity as a 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 Agreement, the The Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents on or before the date, and in the form form, required by the Exchange 1934 Act and attaching the Agreement material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the “"8-K Filing”"). The Company shall not publicly disclose ; provided that such press release and Current Report will be subject to reasonable approval from the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserWarrantholder. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers Warrantholder 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 PurchasersWarrantholder, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) the Warrantholder shall be consulted by the Company in connection with any such press release or other 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 fourth 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 and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Series F Warrant and the form of the Registration Rights Agreement as an exhibit 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 Investor 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 officers, directors, employees and agents, not publicly disclose to, provide any Investor with any material, nonpublic information regarding the name of any Purchaser Company or any affiliate or investment adviser Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither the Company nor the Purchasers shall not 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 Purchasersany Investor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is otherwise required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) Cxxxxxx Xxxxxx and Dxxxx Management, LLC shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except as required in the Registration Statement, without the prior written consent of any applicable Investor, neither the Company nor any of its affiliates shall disclose the name of such Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.9:00 AM on June 6, New York City time, on the second Business Day following the date of this Agreement2019, the Company shall (A) issue a press release (the “Press Release”) reasonably acceptable to the Buyer disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the Agreement as an exhibit material Transaction Documents to such filing the extent required by law (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiaries, if any, nor the Purchasers 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 the PurchasersBuyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable LawLaw and regulations (provided that in the case of clause (i) the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except for any Registration Statement filed in accordance with this Agreement, without the prior written consent of the Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 9:30 a.m., New York City timeTime, on the second Business Trading Day following the date hereof, issue a press release disclosing all material terms of the transactions contemplated hereby and complying with applicable SEC rules. On or before 8:00 p.m., New York City Time, on the first business day following the execution and delivery of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the form of this Agreement and the Warrant as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not, and shall cause each of its officers, directors, employees and agents, not publicly disclose to, provide the name of Purchaser with any Purchaser or any affiliate or investment adviser material, nonpublic information regarding the Company from and after the filing of the Purchaser, or include press release referred to in the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect first sentence of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, Section without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersPurchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations, including the applicable rules and regulations of 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 AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act Act, and attaching the Agreement Transaction Documents as an exhibit 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 Investor shall be in possession of any material nonpublic information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees and agents, not publicly disclose to, provide any Investor with any material nonpublic information regarding the name of any Purchaser or any affiliate or investment adviser Company from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither the Company nor the Purchasers any 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 Purchasersany Investor, to make any press release or other public disclosure with respect to such transactions transactions: (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith; and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). 5.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first (1st) Business Day following after the date of this Agreementhereof, (i) the Company shall issue a press release reasonably acceptable to the Buyers and (ii) file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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 its capacity as a 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 Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 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 the Warrants and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company No Buyer shall not publicly disclose have any liability to the name of any Purchaser Company, its Subsidiaries, or any affiliate of its or investment adviser of the Purchasertheir respective officers, directors, employees, stockholders or include the name of agents for any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaserdisclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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 shall, on or before 8:30 a.m., New York City time, on the second Business Day following first (1st) business day after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing (the “Press Release”) disclosing all the material terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaserhereby. Subject to the foregoing, neither and except for the Company nor filing of a Report of Foreign Private Issuer on Form 6-K and the Purchasers filing of the Prospectus Supplement, none of the Company, its subsidiaries, or any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the consent of the other parties hereto; provided, however, that the Company shall be entitled, without the prior approval of the Purchasers, to may make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations. Without the prior written consent of any applicable Purchaser, the Company shall not (and shall cause each of its subsidiaries and affiliates to not) disclose the name of such Purchaser in any filing, announcement, release or otherwise, except (a) as required by federal securities law in substantial conformity connection with the 8-K Filing and contemporaneously therewith filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) as to the extent such disclosure is required by Applicable Lawlaw or NYSE regulations.

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 (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 and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose Neither the name of any Purchaser or any affiliate or investment adviser of the PurchaserCompany, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company its Subsidiaries nor the Purchasers Claimant 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 PurchasersClaimant, to make issue any press release or make other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) Claimant 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 the Claimant, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of Claimant in any filing (other than the 8-K 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 AgreementJanuary [ ], 2019, (i) the Company shall issue a press release reasonably acceptable to the Buyers and (ii) file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement and all schedules and exhibits to this Agreement, the form of Notes, the form of the Warrants and the Security Documents as an exhibit exhibits to such filing filing) (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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). Except as required by applicable law, 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 its capacity as a 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 and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act Act, and attaching the Agreement Transaction Documents as an exhibit exhibits to such filing (including all attachments, the “"8-K FILING"). From and after the filing of the 8-K Filing with the SEC, RAB shall not be in possession of any material nonpublic information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the 8-K Filing”). The Company shall not, and shall cause its officers, directors, employees and agents, not publicly disclose to, provide RAB with any material nonpublic information regarding the name of any Purchaser or any affiliate or investment adviser Company from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserRAB. Subject to the foregoing, neither the Company nor the Purchasers RAB 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 PurchasersRAB, to make any press release or other public disclosure with respect to such transactions transactions: (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith; and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) RAB shall be consulted by the Company in connection with any such press release or other 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 Business Day following the date of this Agreement, the Company and Opko shall issue two joint press releases, approved and released by both parties, with one press release describing the transactions contemplated by this Agreement and the other press release describing the transactions contemplated by the Asset Purchase Agreement. 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 and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act and attaching the this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company or any Purchaser shall be entitled, without the prior approval of the Company or any of the Purchasers, (as applicable) to make any other press release or other public disclosure with respect to such transactions transactions: (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith; and (bii) as is may be required by Applicable Lawapplicable law and regulations, including the Exchange Act (and, in such a case, solely to the extent so required). From and after the 8-K Filing, no Purchaser shall be in possession of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing.

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 AgreementJune 6, 2018, (i) the Company shall issue a press release reasonably acceptable to the Buyers and (ii) file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement and all schedules and exhibits to this Agreement, the form of Notes, the form of the Warrants and the Security Documents as an exhibit exhibits to such filing filing) (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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). Except as required by applicable law, 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 its capacity as a 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 first (1st) Business Day following after the date of this Agreement, the Company shall (i) issue a press release (the "Press Release") reasonably acceptable to Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents and (ii) file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the Agreement as an exhibit to such filing material Transaction Documents (including all attachments, the “"8-K Filing”"). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, unless and until a Change of Recommendation has occurred, neither the Company nor the Purchasers 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 the PurchasersBuyer, to make any press release or other public disclosure with respect to such transactions (aA) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bB) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (A) Buyer shall be consulted by the Company in connection with any such press release or other 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 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 and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents entered into on the Closing Date (including, without limitation, this Agreement as an exhibit (and all schedules to such filing this Agreement), the form of Note, the Security Agreement, the Guarantees, and the Registration Rights Agreement) (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither any of the Company Companies nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided, that in the case of clause (i) Buyer shall be consulted by Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of Buyer, none of the Companies shall disclose the name of Buyer or its affiliates in any filing, announcement, release or otherwise 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 Business Day following the date of this AgreementMarch 27, 2018, (i) the Company shall issue a press release reasonably acceptable to the Buyers and (ii) file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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 its capacity as a Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company may, on or before 8:30 a.m., New York time, on the third (3rd) Business Day 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 8:30 a.m., New York City time, on the second third (3rd) 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 and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement as an exhibit (and all schedules to such filing this Agreement), the form of Notes, the form of the Warrants, the form of Security Documents and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers 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 the Purchasersany Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.8.30 am, New York City timeTime, on the second Business Trading Day following the date of this Agreementhereof, the Company shall issue a press release and file a Current Report on Form 8-K describing this Agreement and any documents relating to the terms and conditions issuance of the transactions contemplated by the Transaction Documents Conversion Common Stock in the form required by the Exchange Act Act, and attaching the Agreement material transaction documents (including, without limitation, this Agreement), as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”, and the description and attachments, the “8-K Materials”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not publicly disclose to, provide the name of Investor with any Purchaser material nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither the Company nor the Purchasers 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 PurchasersInvestor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations, including the applicable rules and regulations of the Trading Market (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other 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 Business Day following the date of this AgreementDecember 21, 2017, (i) the Company shall issue a press release reasonably acceptable to the Buyers and (ii) file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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 its capacity as a 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 Business first Trading Day 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 SEC describing the terms and conditions of the transactions contemplated by the Transaction Documents in this Agreement and attaching this Agreement, the form required by of Warrant, the Exchange Act Registration Rights Agreement and attaching the Agreement press release referred to below as an exhibit exhibits to such filing (including all attachments, the “"8-K Filing”"). Upon the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any Subsidiary or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each Subsidiary and each of its respective officers, directors, employees and agents, not publicly disclose to, provide any Buyer with any material nonpublic information regarding the name of any Purchaser Company or any affiliate or investment adviser Subsidiary from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such PurchaserBuyer; provided, except to however, that the extent foregoing obligation shall not apply in the event that the Buyer requests such disclosure is required by law or regulations, in which case material nonpublic information from the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserCompany. Subject to the foregoing, neither Neither the Company nor the Purchasers any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby this Agreement; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second third Business Day immediately following the effective date of this Agreement, the Company GrowLife shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing ) with the Commission (other than in a Registration Statement describing the terms of the transactions contemplated by the Transaction Documents and any including as exhibits to filings made such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in respect of this transaction in accordance with periodic report or current report filing requirements under the form required by the Exchange Act) . As of the time of the filing of the 8-K Filing with the Commission, CANX shall not be in possession of any material, nonpublic information received from GrowLife or any regulatory agencyof their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. GrowLife shall not, and shall cause each of its respective officers, directors, employees and agents not to, provide CANX with any material, nonpublic information regarding GrowLife from and after the filing of the 8-K Filing with GrowLife without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserCANX. Subject to the foregoing, neither the Company GrowLife nor the Purchasers CANX shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company GrowLife shall be entitled, without the prior approval of the PurchasersCANX, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above CANX shall be notified by GrowLife (although the consent of CANX shall not be required) in connection with any such press release or other public disclosure prior to its release).

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 fourth business day following closing of the date of this Agreementoffering, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Offering Documents in the form required by the Exchange Act and attaching the Agreement material Offering Documents (including, without limitation, this Subscription Agreement, the form of Note and the form of Warrant) as an exhibit exhibits to such filing (including all attachments, the “"8-K Filing”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 publicly disclose to, provide the name of Investor with any Purchaser material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither Neither the Company nor the Purchasers Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of the PurchasersInvestor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (bii) as may be required by applicable law, rule or regulation. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency, without the prior written consent of the Investor, except (i) for disclosure thereof which is required in the 8-K Filing or Registration Statement or (ii) as required by Applicable Lawlaw or Exchange regulations or any order of any court or other governmental agency, in which case the Company shall provide the Investor with prior notice of 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 following the date of this AgreementNovember 2, 2017, (i) the Company shall issue a press release reasonably acceptable to the Buyers and (ii) file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers 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 the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable 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 its capacity as a 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 or before the second Business Day 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 and conditions of the transactions contemplated by the Transaction Documents and including as exhibits to such 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 and attaching the Agreement as an exhibit to such filing (including all attachments, 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 publicly disclose to, provide the name of Purchaser with any Purchaser material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the 8-K Filing with the Commission without the express written consent of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers 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 the PurchasersPurchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) 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).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following As soon as practicable after the date hereof and in any event within the time period required under the rules and regulations of this Agreementthe SEC, the Company Issuer shall issue a press release and file a Current Report on Form 8-K describing the material terms and conditions of the transactions contemplated by this Agreement and the Additional Transaction Documents in the form required by the Exchange Act and attaching this Agreement and the Agreement Additional Transaction Documents as an exhibit exhibits to such filing (including all attachmentscollectively, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to Except for the foregoing, neither the Issuer, any other Subject Company nor the Purchasers Note Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Issuer shall be entitled, without the prior approval of the PurchasersNote Purchaser, to make any press release or other public disclosure with respect to such transactions transactions, (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) the Note Purchaser shall be consulted by the Issuer in connection with any such press release or other public disclosure prior to its release). Except for the 8-K Filing, any registration statement required to be filed pursuant to the Registration Rights Agreement or as otherwise required by law, without the prior written consent of any applicable Note Purchaser, neither the Issuer nor any of its Subsidiaries or Affiliates shall disclose the name of the Note Purchaser in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On At or before 8:30 a.m., prior to 8:00 a.m. (New York City time, ) on the second (2nd) 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 8-K with the SEC describing the terms and conditions of the transactions contemplated by the Transaction Documents in Documents, identifying the Buyers and including as exhibits to such Form 8-K this Agreement (including the schedules and exhibits hereto), the Certificate of Designation, the form required by of Registration Rights Agreement and the Exchange Act and attaching the form of Voting Agreement as an exhibit to (such filing (including all attachmentsForm 8-K, the “Announcing Form 8-K”). Not later than 8:00 a.m. (New York City time) on the second (2nd) Business Day following the Closing Date, the Company shall file a Form 8-K Filingwith the SEC describing the terms of the transactions consummated pursuant to this Agreement on the Closing Date (such Form 8-K, the “Closing Form 8-K”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers 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 Buyer; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the Announcing Form 8-K Filing or the Closing Form 8-K, and in each case contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and shall be provided with a copy thereof).

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 and conditions of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants, the Certificate of Designations and the Registration Rights Agreement in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the Commission, no 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 not publicly disclose the name of to, provide any Purchaser with any material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Purchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations, including the applicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) 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).

Disclosure of Transactions and Other Material Information. On or before 8:30 Between 6:00 a.m. and 9:30 a.m., New York City timeTime, on the second Business Day following the date of this Agreementhereof, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act 1934 Act, and attaching the Agreement material transaction documents (including, without limitation, this Agreement) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”, and the description and attachments, the “8-K Materials”). From and after the filing of the 8-K Filing with the SEC, the Investors shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not publicly disclose to, provide the name of Investor with any Purchaser material nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither the Company nor the Purchasers 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 PurchasersInvestor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations, including the applicable rules and regulations of the Trading Market (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other 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 within four (4) Business Day Days 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 and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the Agreement material Transaction Documents (including, without limitation, this Agreement, the form of Note, the form of the Registration Rights Agreement, the form of Guarantee, the form of Investor rights Agreement, and such financial statements and other information as an exhibit required in connection with the Exchange Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers Xxxx 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 PurchasersXxxx, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) Xxxx 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 Xxxx, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of Xxxx in any filing, announcement, release or otherwise, unless required by law or unless required by any securities exchange on which the Company’s stock is traded or upon which the Company is applying for trading privileges.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on or before the second fourth Business Day following the date of this Agreement, the Company ABX Holdings shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the Escrow Agreement and the material Transaction Documents (including, without limitation, this Agreement, the form of the Notes, the forms of Guarantees and the form of Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company Companies, their Subsidiaries nor the Purchasers any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company ABX Holdings shall be entitled, without the prior approval of the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by ABX Holdings 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 of the Companies nor any of their Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise except as required by law, regulation or governmental agency.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 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 and conditions of the transactions contemplated by this Agreement and disclosing any other material, nonpublic information that the Transaction Documents Company may have provided to any Purchaser at any time prior thereto in the form required by the Exchange 1934 Act and attaching the Agreement material transaction documents (including, without limitation, this Agreement) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose Neither the name of Company, its Subsidiaries nor any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers 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 Purchasersany Purchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) each Purchaser shall be provided a draft of such press release or other public disclosure prior to its release and given the opportunity to comment). Without the prior written consent of any applicable Purchaser, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Purchaser in any filing, announcement, release or otherwise other than in connection with this Agreement, as contemplated pursuant to the this Agreement, unless such disclosure is required by law, regulation or the Nasdaq Stock Market.

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 fourth (4th) business day following the date Closing of this Agreementthe Offering, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Offering Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not, and shall not publicly disclose cause any of its subsidiaries and each of their respective officers, directors, employees and agents, not to, provide the name of Investor with any Purchaser material, nonpublic information regarding the Company or any affiliate or investment adviser of its subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither Neither the Company nor the Purchasers 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 PurchasersInvestor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (bii) as may be required by applicable law, rule or regulation. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency, without the prior written consent of the Investor, except (A) for disclosure thereof which is required in the 8-K Filing or registration statement or (B) as required by Applicable Lawlaw or Exchange regulations or any order of any court or other governmental agency, in which case the Company shall provide the Investor with prior notice of 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 Agreementhereof (or at such other time as the parties may mutually agree), the Company shall issue a press release mutually agreed to by the Company and the Purchaser. Within four trading days from the date hereof, the Company shall file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing ) with the Commission (other than in a Registration Statement describing the material terms of the transactions contemplated by the Transaction Documents and any including as exhibits to filings made such Current Report on Form 8-K this Agreement, and the Registration Rights Agreement in respect of this transaction in accordance with periodic report or current report filing requirements under the form required by the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except Act and reviewed by counsel to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby except as may be reviewed and approved by the Company and counsel to the Purchaser; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersPurchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above, the Purchaser shall be notified 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).