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, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, in the form required by the 1934 Act and attaching the material documents 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 SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, its affiliates 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 affiliates and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its affiliates from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, within four business days on the first Business Day following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)Date, the Company shall issue cause ShellCo to file a press release and file (the "PRESS RELEASE") describing the material terms of the transactions contemplated by the Transaction Documents. The Company shall cause ShellCo to file, as a "small business issuer" (as defined in Item 10(a) of Regulation SB under the 1934 Act), a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for Transaction Documents on or prior to the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, in the form date required by the 1934 Act and attaching the material documents Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of the Warrants, the Registration Rights Agreement and the Security Documents) as an exhibit exhibits to such filing filing, if and to the extent required by the 1934 Act (including all attachments, the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from ShellCo, the Company, its affiliates any of their respective Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the a 8-K Filing. The Company shall not, and shall cause ShellCo and each of its affiliates and its their Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding ShellCo, the Company or any of its affiliates their Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received from the Company or ShellCo any such material, nonpublic information regarding ShellCo, the Company or any of its affiliatesthe Subsidiaries, it shall provide ShellCo and the Company with written notice thereof. The Company shall, or shall cause ShellCo to, within two four (24) business days Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationinformation unless the Company has in good faith determined that the matters relating to such notice do not constitute material non-public information about the Company. In the event of a breach of the foregoing covenant by ShellCo, the Company, any of its affiliatestheir Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without with the prior approval by ShellCo or the Company. No Buyer shall have any liability to ShellCo, the Company, its affiliatesany of their Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither none of ShellCo, the Company, its affiliates nor the Investor any of their Subsidiaries or any Buyer shall issue any press releases or any other public statements with in respect to of the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that ShellCo and the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with in respect to of such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case Requirements 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). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwiseLaw.

Disclosure of Transactions and Other Material Information. On Before or before 8:30 a.m., New York City time, within four business days following at the earlier of the Company's first public disclosure of the transactions contemplated by this Agreement (or if such public disclosure occurs after 4:00 p.m. (Eastern Time) then prior to occur 8:30 a.m. on the Business Day following such disclosure) and 8:30 a.m. (Eastern Time) on the second (2nd) Business Day after the date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series B Preferred Stock and Series C Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement (including the Disclosure Schedules to this Agreement), the Company’s source Certificate of funds for Designations and the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated herebyOther Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on or prior to October 21, 2002 (or such later date as the Company and attaching the material documents Investor agree in writing), then the Company shall file on October 21, 2002 (or such later date as an exhibit to such filing (including all attachmentsthe Company and the Investor agree in writing), the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice from the Investor of the breach, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On As soon as practicable and in any event on or before 8:30 a.m.4:00 p.m., New York City timeTime, within four on the second business days day following the earlier to occur date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Agreement, Purchase and a generic description of the Company’s source expected use of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, in the form required by the 1934 Act and attaching the material documents as an exhibit to such filing proceeds therefrom (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries, or any of its respective officers, directors, employees employees, or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its affiliates and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company Filing or any of its affiliates from and after the subsequent press release or filing of the on Form 8-K Filing with the SEC without in the express written consent of the Investor. If the Investor has, manner described below or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public covered by a non-disclosure of such material, nonpublic informationagreement. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees employees, and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement advertisement, or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents. No Investor shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders, or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release release, or otherwise, unless such disclosure is required by law, regulation, or The NASDAQ Global Select Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.Before --------------------------------------------------------- 9:00 a.m. (Eastern Time) on June 18, New York City time, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)2001, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement (including the Disclosure Schedules to this Agreement), each of the Certificates of Designations, the Company’s source of funds for Amended and Restated Registration Rights Agreement and the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated herebyOther Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on June 14, 2001 (or such later date as the Company and attaching each Investor agree in writing), then the material documents Company shall file on June 15, 2001 (or such later date as an exhibit to such filing (including all attachmentsthe Company and each Investor agree in writing), the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. From and after the filing of the Announcing Form 8-K Filing with the SEC, the no Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the such Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, or in the event an Investor receives notice of a Loan Default (as defined in Section 1 of the Series E Certificate of Designations) from Foothill Capital Corporation pursuant to Section 1 of the Series E Certificate of Designations, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice from such Investor of the breach or the Loan Default notice, in addition to any other remedy provided hereinherein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of the any Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor 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, within four business days following on the earlier to occur date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching all the material documents as an exhibit to such filing Transaction Documents (including, without limitation, this Agreement, the form of Notes, the form of the Warrants and the form of the Registration Rights Agreement) (including all attachments, the “Initial 8-K Filing”). From and after the filing of the Initial 8-K Filing with (but prior to the SECdelivery of an Additional Closing Notice to the Buyers), the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, its affiliates Buyers by the Company or any of its respective officers, directors, employees Subsidiaries or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its affiliates and its and each any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the Company delivers an Additional Closing Notice to Capital Ventures, either issue a press release (the “Additional Press Release”) or file a Current Report on Form 8-K (the “Additional 8-K Filing”), in each case reasonably acceptable to Capital Ventures, disclosing that the Company has elected to deliver an Additional Closing Notice to Capital Ventures. From and agentsafter the filing of the Additional Press Release or Additional 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to Capital Ventures by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Except with respect to the delivery of the Additional Closing Notice in accordance with Section 1(b)(ii) and as required by Section 4(o) below, the Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its affiliates Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Additional Press Release without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureBuyer. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law law, rules and regulations (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)regulations. Without the prior written consent of the Investorapplicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any shall not (and shall cause each of its Subsidiaries and affiliates shall to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., Before 8:00 a.m. (New York City time, within four business days Time) on the second (2nd) Business Day following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)Date, the Company shall issue a press release and file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and the occurrence of the Closing and including a description of the matter disclosed in item 1 of Schedule 3(h) and including as exhibits to such Form 8-K this AgreementAgreement (including the schedules hereto), the Company’s source Form of funds for Note, the Redemption Amount and/or an explanation describing Registration Rights Agreement and the Company’s inability to close the transactions contemplated herebyForm of Warrant, in the form required by the 1934 Act and attaching (the material documents as an exhibit to such filing (including all attachments, the “"ANNOUNCING FORM 8-K"). If not already contained in a Form 8-K Filing”filed with the SEC prior to the date of the Announcing Form 8-K, the Announcing Form 8-K shall also contain a description of the terms of the recent transaction involving the sale of preferred stock and warrants to certain of its directors and officers as well as a description of the terms of the recent transaction involving the sale of preferred stock and warrants to certain strategic investors, including information concerning the occurrence of each closing and including as exhibits to the Announcing Form 8-K any purchase agreements (including the schedules thereto), any statements of designations, any registration rights agreements and any forms of warrant relating to such transactions, in the form required by the 1934 Act. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, agents that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Buyer with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or --------------------------------------------------------- before 8:30 a.m.April 4, New York City time, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below), 2001 the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement, each of the Company’s source Certificates of funds for Designations, the Redemption Amount and/or an explanation describing Registration Rights Agreement and the Company’s inability to close the transactions contemplated herebyOther Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on June 4, 2001 (or such later date as the Company and attaching each Investor agree in writing), then the material documents Company shall file on June 4, 2001 (or such later date as an exhibit to such filing (including all attachmentsthe Company and each Investor agree in writing), the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. The Company has furnished to the Investor a true and correct copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2000 as such Form 10-K has been or will be filed with the SEC on or prior to the date the Announcing Form 8-K is filed with the SEC. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice of the breach from the Investor, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, within on the four business days following Business Day after the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)Closing, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing (i) the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching the material documents Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Certificate of Designations, the Registration Rights Agreement and the Security Documents as an exhibit exhibits to such filing (including all attachments)) and (ii) the Expense Reduction Plan (as defined below), the “8-K Filing”). From and after second Business Day following the Company’s filing of the 8Quarterly Report on Form 10-K Filing Q relating to the second fiscal quarter of the Company with the SECSEC (the “10-Q Filing”), no Buyer (other than Buyers that have one or more affiliated designees on the Investor board of directors of the Company) shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 810-K Q Filing. In addition, effective upon the second Business Day following the filing of the 10-Q Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers (other than Buyers that have one or more affiliated designees on the board of directors of the Company) or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer (other than Buyers that have one or more affiliated designees on the Investor board of directors of the Company) with any material, nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investorsuch Buyer. If a Buyer (other than a Buyer that has one or more affiliated designees on the Investor board of directors of the Company) has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliatesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within two (2) business days Trading Days of receipt of such notice, use commercially reasonable efforts to make public disclosure of such material, nonpublic information. In To the event extent that the Company delivers any material, non-public information to a Buyer (other than Buyers that have one or more affiliated designees on the board of a breach directors of the foregoing covenant by the Company, any of its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein) without such Buyer’s consent, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of Company hereby covenants and agrees that such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor Buyer shall not have any liability to the Company, its affiliatesduty of confidentiality with respect to, or any of its or their respective officersa duty not to trade on the basis of, directorssuch material, employees, stockholders or agents for any such disclosurenon-public information. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.with

Disclosure of Transactions and Other Material Information. On Contemporaneous with or before 8:30 a.m., New York City time, within four business days following prior to the earlier to occur of (i) the Closing Date or Company’s first public announcement of the transactions contemplated hereby and (ii) 8:00 a.m. (New York City time) on the Termination Date second (as defined below)2nd) Business Day following the Closing Date, the Company shall issue a press release and file a Current Report on Form 86-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 6-K this Agreement (including the schedules hereto) and the Registration Rights Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, in the form required by the 1934 Act and attaching the material documents as an exhibit to such filing (including all attachments, the “8Announcing Form 6-K FilingK”). From The Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Closing. The Company represents and warrants that, from and after the filing of the 8Announcing Form 6-K Filing with the SEC, the Investor no Purchaser shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its 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 affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Purchaser with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8Announcing Form 6-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic informationPurchaser. In the event of a breach of the foregoing covenant covenant, which breach continues for five (5) Business Days, by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Purchaser shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Purchaser; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8Announcing Form 6-K Filing and contemporaneously therewith or subsequent thereto and (ii) as is required by applicable law and regulations Requirements of Law (provided that in the case of clause (i) the Investor each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor 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. (but in no event prior to 9:15 a.m.), New York City time, within four business days following on the earlier to occur date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching all the material documents as an exhibit Transaction Documents (including, without limitation, this Agreement (and all schedules to such filing this Agreement), the form of the Notes and the form of Warrants) (including all attachments, the “Initial 8-K Filing”) and issue a press release reasonably acceptable to the Required Holders (as defined in Section 9(e) below) disclosing all the material terms of the transactions consummated at the Initial Closing. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on each Additional Closing Date, file a Current Report on Form 8-K describing all the material terms of the transactions consummated at the Additional Closing in the form required by the 1934 Act (each, an “Additional 8-K Filing” and collectively with the Initial 8-K Filing, the “8-K Filings”). From and after the filing of the Initial 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, its affiliates Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its affiliates and its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of any of the foregoing covenant covenants or any of the covenants contained in Section 4(o) by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 the Investorapplicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any shall not (and shall cause each of its Subsidiaries and affiliates shall to not) disclose the name of the Investor such Buyer in any filingfiling (other than the 8-K Filings), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On Before or before 8:30 a.m., New York City time, within four business days following at the earlier of the Company's first public disclosure of the transactions contemplated by this Agreement (or if such public disclosure occurs after 4:00 p.m. (Eastern Time) then prior to occur 8:30 a.m. on the Business Day following such disclosure) and 8:30 a.m. (Eastern Time) on the second (2nd) Business Day after the date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series B Preferred Stock and Series C Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement (including the Disclosure Schedules to this Agreement), the Company’s source Certificate of funds for Designations and the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated herebyOther Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on or prior to October 21, 2002 (or such later date as the Company and attaching each Investor agree in writing), then the material documents Company shall file on October 21, 2002 (or such later date as an exhibit to such filing (including all attachmentsthe Company and each Investor agree in writing), the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. From and after the filing of the Announcing Form 8-K Filing with the SEC, the no Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the such Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice from such Investor of the breach, in addition to any other remedy provided hereinherein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of the any Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor 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, within four business days following on the earlier to occur date of this Agreement, (i) the Closing Date or (ii) the Termination Date (as defined below), the Company shall 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 and (ii) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching all the material documents as an exhibit Transaction Documents (including, without limitation, this Agreement (and all schedules to such filing this Agreement) and the form of Warrants) (including all attachments, the “Initial 8-K Filing”). From and after the filing issuance of the 8-K Filing with the SECPress Release, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, its affiliates Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agentsagents in connection with the transactions contemplated by the Transaction Documents. The Company shall, that is not disclosed in between 9:30 and 9:45 a.m., New York time, on the first (1st) Business Day after any Buyer delivers an Additional Closing Notice to the Company, file a Current Report on Form 8-K (each, an “Additional 8-K Filing”, and together with the Initial 8-K Filing, the “8-K Filings”) reasonably acceptable to the Buyers, disclosing that a Buyer (without disclosing the identity of such Buyer in the body of such Additional 8-K Filing) has elected to deliver an Additional Closing Notice and attaching such Additional Closing Notice and all material Transaction Documents with respect to such Additional Closing (to the extent not previously included in a filing with the SEC). From and after the filing of each Additional 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to such Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its affiliates and its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its affiliates Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of any of the foregoing covenant covenants or any of the covenants contained in Section 4(n) by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents; provided, however, that the Buyer shall first give the Company at least four (4) hours’ advance written notice of such intended public disclosure to allow the Company an opportunity to release such information itself. The Investor No Buyer shall not have any liability to the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) the Investor 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 the Investorapplicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any shall not (and shall cause each of its Subsidiaries and affiliates shall to not) disclose the name of the Investor such Buyer in any filingfiling (other than the 8-K Filings), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.3:45 p.m., New York City time, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)on August 18, 2014, the Company shall issue a press release reasonably acceptable to the Buyers and file (x) a Current Report on Form 86-K and (y) a material change report on Form 51-102F3 in accordance with National Instrument 51-102 of the CSA with respect thereto (the "Cleansing Reports"), in each case describing (1) the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by Applicable Securities Laws and attaching, to the 1934 Act and attaching extent required, the material documents Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrant, the form of Guarantee Agreement and the form of Lock-Up Agreement as an exhibit exhibits to such filing filing), (including all attachments2) the Company's overall financial plan, (3) the Company's forward looking guidance and (4) to the extent not already publicly disclosed, the “8-K Filing”)financial results for the fiscal quarter ended June 30, 2014, and publicly filing the Company's financial statements for the fiscal quarter ended June 30, 2014. To the extent that any material Transaction Documents are not attached to a material change report in accordance with the immediately preceding sentence because they are not required to be attached or otherwise, all of such material Transaction Documents, or forms thereof, shall be made publicly available on the Company's public record by filing such material Transaction Documents on SEDAR on or prior to August 18, 2014. From and after the filing of the 8-K Filing with the SECCleansing Reports, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K FilingCleansing Reports. In addition, effective upon the filing of the Cleansing Reports, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees, affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliatesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within two five (25) business days Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders, affiliates or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Cleansing Reports and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 the Investor, and except as contemplated by the prior subsection (i) or as required by any applicable law or regulationBuyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor 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, within four business days following on the earlier to occur date of this Agreement, (i) the Closing Date or (ii) the Termination Date (as defined below), the Company shall 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 and (ii) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching all the material documents as an exhibit Transaction Documents (including, without limitation, this Agreement (and all schedules to such filing this Agreement) and the form of Warrants) (including all attachments, the “Initial 8-K Filing”). From and after the filing issuance of the 8-K Filing with the SECPress Release, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, its affiliates Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agentsagents in connection with the transactions contemplated by the Transaction Documents. The Company shall, that is not disclosed in on or before 8:30 a.m., New York time, on the first (1st) Business Day after any Major Buyer delivers an Additional Closing Notice to the Company, file a Current Report on Form 8-K (each, an “Additional 8-K Filing”, and together with the Initial 8-K Filing, the “8-K Filings”) reasonably acceptable to the Buyers, disclosing that a Major Buyer (without disclosing the identity of such Major Buyer in the body of such Additional 8-K Filing) has elected to deliver an Additional Closing Notice and attaching such Additional Closing Notice and all material Transaction Documents with respect to such Additional Closing (to the extent not previously included in a filing with the SEC). From and after the filing of each Additional 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to such Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its affiliates and its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its affiliates Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of any of the foregoing covenant covenants or any of the covenants contained in Section 4(n) by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) the Investor 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 the Investorapplicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any shall not (and shall cause each of its Subsidiaries and affiliates shall to not) disclose the name of the Investor such Buyer in any filingfiling (other than the 8-K Filings), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 The Company shall (i) at approximately 7:00 a.m. but no later than 8:00 a.m., New York City time, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)on February 4, the Company shall 2019, issue a press release and file a Current Report on Form 8-K K, in each case, reasonably acceptable to the Lead Investor, describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and (ii) on or before 4:30 p.m., New York City time, on February 4, 2019, file a Current Report on Form 8-K reasonably acceptable to the Lead Investor attaching this Agreement, the material documents Governance Agreement, the form of the Certificate of Designation and 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 which shall not include schedules or exhibits not customarily filed with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, its affiliates or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing). The Company shall use its commercially reasonably efforts to not, and shall to cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Buyer that at the Investor applicable time of determination does not have an affiliate who serves on the Board, with any material, nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC Initial Closing Date without the express prior written consent of such Buyer or as otherwise contemplated by the InvestorTransaction Documents. If To the Investor has, or believes it has, received extent that the Company delivers any such material, nonpublic information regarding to a Buyer without such Buyer’s consent at a time when such Buyer does not have an affiliate who serves on the Board, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Buyer and the Company, such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of its their respective, officers, directors, affiliates, it shall provide employees or agents with respect to, or a duty to the Company with written notice thereof. The Company shallCompany, within two (2) business days any of receipt its Subsidiaries, or any of such noticetheir respective, make public disclosure of officers, directors, affiliates, employees or agents not to trade on the basis of, such material, nonpublic information. In The Company understands and confirms that each of such Buyers will rely (in their own discretion) on the event of a breach foregoing in effecting transactions in securities of the foregoing covenant by the Company, any of its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, within four business days following on the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)first Business Day after this Agreement has been executed, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching the material documents Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Note, the form of the Warrant, the Registration Rights Agreement and the Security 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, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its respective officers, directors, employees, affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no force or effect. The Company shall not, and shall cause each of its affiliates Subsidiaries, if any, and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within two (2) business days Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. The Investor No Buyer shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by any applicable law or regulationBuyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or --------------------------------------------------------- before 8:30 a.m.April 4, New York City time, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below), 2001 the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement, each of the Company’s source Certificates of funds for Designations, the Redemption Amount and/or an explanation describing Registration Rights Agreement and the Company’s inability to close the transactions contemplated herebyOther Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on June 4, 2001 (or such later date as the Company and attaching each Investor agree in writing), then the material documents Company shall file on June 4, 2001 (or such later date as an exhibit to such filing (including all attachmentsthe Company and each Investor agree in writing), the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. The Company has furnished to each Investor a true and correct copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2000 as such Form 10-K has been or will be filed with the SEC on or prior to the date the Announcing Form 8-K is filed with the SEC. From and after the filing of the Announcing Form 8-K Filing with the SEC, the no Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. Announcing Form 8- K. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the such Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice of the breach from such Investor, in addition to any other remedy provided hereinherein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of the any Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor 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., a.m. New York City time, within four business days following on the earlier to occur first (1st) Business day after the date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing disclosing all of the material terms of the transactions contemplated by this Agreement, Agreement and the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, other Related Agreements in the form required by the 1934 Exchange Act and attaching all the material documents as an exhibit definitive agreements (including, without limitation, this Agreement (and all exhibits and schedules to such filing this Agreement, other than the Disclosure Schedules), the form of Subsidiary Guaranties, the Master Security Agreement, the form of the Notes, the form of the Warrants and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”); provided, however, that if the Company issues a press release on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, which press release contains a description of all material terms of the transactions contemplated by this Agreement and the other Related Agreements, the Company shall be permitted to make the 8-K Filing on or before 5:30 p.m., New York time, on the fourth (4th) Business Day after the date of this Agreement. From and after the filing issuance of the press release or 8-K Filing with the SECFiling, whichever is earlier, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, its affiliates Purchasers by the Company or any of its respective officersSubsidiaries, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its affiliates and its and each any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement and agentsthe other Related Agreements. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor any Purchaser with any material, nonpublic non-public information regarding the Company or any of its affiliates Subsidiaries from and after the filing issuance of the press release or 8-K Filing with Filing, as the SEC case may be, without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic informationPurchaser. In the event of a breach of any of the foregoing covenant covenants or any of the covenants contained in this Section by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Purchaser), in addition to any other remedy provided hereinherein or in the other Related Agreements, the Investor such Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Purchaser shall not have any liability to the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the press release or the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorapplicable Purchaser, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any shall not (and shall cause each of its Subsidiaries and affiliates shall to not) disclose the name of the Investor such Purchaser in any filingfiling (other than the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Purchaser has had, and no Purchaser shall have (unless expressly agreed to by a particular Purchaser after the date hereof in a written definitive and binding agreement executed by the Company and such particular Purchaser (it being understood and agreed that no Purchaser may bind any other Purchaser with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the 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, within four business days following on the earlier to occur first (1st) Business Day after the date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching all the material documents as an exhibit Transaction Documents (including, without limitation, this Agreement (and all schedules to such filing this Agreement), the form of Notes, the form of Warrants, the Security Documents, the Guarantees, the form of Lock-Up Agreement and the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, its affiliates Buyers by the Company or any of its respective officers, directors, employees Subsidiaries or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its affiliates and its and each any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and agentsthe Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its affiliates Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of the Investor. If the Investor has, such Buyer (which may be granted or believes it has, received any withheld in such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer’s sole discretion). In the event of a breach of any of the foregoing covenant covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, nonpublic information non-public information, as applicable, without the prior approval by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 the Investorapplicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any shall not (and shall cause each of its Subsidiaries and affiliates shall to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 8:30 a.m., New York City time, within four business days following on the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)date on which such filing is due and 8:30 a.m., the Company shall issue a press release and file a Current Report New York City Time on Form September 8-K , 2014, describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Agreement in the form required by the 1934 Act and attaching the material documents this Agreement (and all schedules and exhibits to this Agreement), as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). From In addition, the Company hereby covenants and agrees that it shall include in the 8-K Filing any information that constitutes, or could reasonably be expected to constitute, material, nonpublic information regarding the Company or any of its Subsidiaries received by each Holder from the Company or any of its Subsidiaries or any of their respective officers, directors, affiliates or agents. Accordingly, from and after the filing of the 8-K Filing with the SEC, the Investor each Holder shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Holder or any of its affiliates, on the other hand, shall terminate. The Company understands and confirms that each Holder will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor a Holder with any material, nonpublic information regarding the Company or any of its affiliates their respective Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwisesuch Holder.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City time, within four business days on the first Business Day following the earlier to occur date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching the material documents 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”). From and after the filing of the 8-K Filing with the SEC, the Investor Company shall not be in possession of have publicly disclosed any material, material nonpublic information received from delivered to the Company, Buyers by the Company or its affiliates 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 affiliates and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its affiliates from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliatesCompany, it shall provide the Company with written notice thereof. The Company shall, within two five (25) business days Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In “Trading Day” means any day on which the event of a breach of Common Stock is traded on the foregoing covenant by Principal Market, or, if the CompanyPrincipal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any of its affiliates, day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of its trading on such exchange or their respective officersmarket (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, directorsthen during the hour ending at 4:00 p.m., employees and agents, in addition to New York time). Neither the Company nor any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.public

Disclosure of Transactions and Other Material Information. On As soon as practicable and in any event on or before 8:30 a.m.4:00 p.m., New York City timeTime, within four on the second business days day following the earlier to occur date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Agreement, Exchange and Purchase and a generic description of the Company’s source expected use of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, in the form required by the 1934 Act and attaching the material documents as an exhibit to such filing proceeds therefrom (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries, or any of its respective officers, directors, employees employees, or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its affiliates and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company Filing or any of its affiliates from and after the subsequent press release or filing of the on Form 8-K Filing with the SEC without in the express written consent of the Investor. If the Investor has, manner described below or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public covered by a non-disclosure of such material, nonpublic informationagreement. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees employees, and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement advertisement, or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents. No Investor shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders, or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release release, or otherwise, unless such disclosure is required by law, regulation, or The NASDAQ Global Select Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, within four business days following As soon as reasonably practical after the earlier to occur date of (i) the Closing Date or (ii) the Termination Date (as defined below)this Agreement, the Company shall issue a press release and file a Current Report current report on Form 8-K 8­K describing all the material terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching all the material documents as an exhibit Transaction Documents (including, without limitation, this Agreement (and all schedules to such filing this Agreement) and the form of Statement of Designations) (including all attachments, the “8Current Report”). The Company shall file its Form 10-K Filingfor the year ended December 31, 2019 (the “2019 Form 10-K”)) no later than May 29, 2020. From and after the filing of the 8Current Report and the 2019 Form 10-K Filing with the SECK, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non­public information received from (if any) provided to any of the Company, its affiliates Buyers by the Company or any of its respective officers, directors, employees Subsidiary or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its affiliates and its and each any of their respective officers, directors, employees or agents in connection with the Company and the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report and the 2019 Form 10-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiary or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, unless required by applicable securities laws or stock exchange rules, provide the Investor any Buyer with any material, nonpublic non­public information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection such Buyer (i) which may be granted or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor withheld in any filing, announcement, release or otherwisesuch Buyer's sole discretion).

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 9:30 a.m., New York City time, within four business days on or before the fourth Business Day following each Closing, issue a press release (the “Press Release”) reasonably acceptable to each of the Large Investors disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on or before the fourth Business Day following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)date hereof, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching all the material documents as an exhibit Transaction Documents (including, without limitation, this Agreement (and all schedules to such filing this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the filing issuance of the Press Release and the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, its affiliates Buyers (excluding those set out in Schedule 3(f)) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents. In addition, that is not disclosed in effective after the issuance of the Press Release and the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates (other than the Buyers set out in Schedule 3(f) and any Buyers that have executed a confidentiality agreement with the Company), on the other hand, shall terminate. In addition, each of the Buyers set out in Schedule 3(f) acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and such Buyer set out in Schedule 3(f) or any of their affiliates, on the other hand, shall continue before and after the issuance of the Press Release, pursuant to the terms of such agreement. The Company shall not, and the Company shall cause not Knowingly allow any of its Subsidiaries and each of its affiliates and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within two (2) business days Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenant covenants by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of legal counsel; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Press Release and the 8-K Filing and contemporaneously therewith Filing, or any other filing approved in accordance herewith, and (ii) in the opinion of the Company’s legal counsel, as is required by applicable law and regulations (provided that in regulations, or the case of clause (i) applicable Eligible Market on which the Investor shall be consulted Company’s common stock is listed or designated. Unless required by the Company in connection with any such press release or other public disclosure prior to its release). Without applicable law, without the prior written consent of the Investorapplicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor shall not (and shall not Knowingly allow any of its affiliates shall Subsidiaries and Affiliates to) disclose the name of the Investor such Buyer in any filingfiling (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise. Except as provided in the following sentence, notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless agreed to by a particular Buyer before or after the date hereof in a written agreement executed by the Company and such particular Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries. Notwithstanding anything herein to the contrary except where otherwise set out, the term “Buyer” or “Buyers” in this Section 4(f) shall exclude the Placement Agent and any officer, director or employee of the Placement Agent or the Company, or of any of their Subsidiaries. Notwithstanding the foregoing, each Buyer confirms and agrees it shall not contact any Affiliates of the Company, including the Bxxxxxxxxx Rxxxxxxxxxx Neurosciences Institute, including their respective employees, agents and consultants.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, within four business days on the first Business Day following the earlier to occur date of this Agreement (i) the Closing Date or (ii) the Termination Date (as defined below“8-K Filing Time”), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement, hereby and pursuant to the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Bridge Securities Purchase Agreements and Elitech Merger Agreement in the form required by the 1934 Act and attaching the material documents Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents, the Indenture Consent, the Third Supplemental Indenture, the form of the New Exchanged Notes and all the financial statements of Elitech delivered to the Investors) and the Bridge Notes, the Bridge Securities Purchase Agreement, the Bridge Security Documents and the Elitech Merger Agreement as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). From and after As of immediately following the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The For so long as the New Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If For so long as the New Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliatesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within two five (25) business days Trading Days (as defined in the New Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On The Company shall or shall cause Frequency to, on or before 8:30 9:00 a.m., New York City time, within four business days on the Business Day immediately following the earlier to occur of (i) the Closing Date or (ii) the Termination Effective Date (as defined belowor if this Agreement is executed between midnight and 9:00 a.m., New York City time, on any Business Day, no later than 9:01 a m. on the date the Agreement is executed) (the “Disclosure Deadline”), issue one or more press releases (the Company shall issue a press release “Press Release”) and file with the Commission a Current Report on Form 8-K describing (collectively with the Press Release, the “Disclosure Document”), which Current Report on Form 8-K shall include as exhibits this Agreement, the Merger Agreement, the Company Presentation and the Press Release, disclosing any material nonpublic information within the meaning of the federal securities laws that the Company, Frequency or their respective officers, directors, employees, agents or any other Person, including the Placement Agents, acting at their direction or on their behalf has provided to the Purchasers in connection with the transactions contemplated by this Agreement or the Merger Agreement prior to the filing of the Disclosure Document (which includes, for the avoidance of doubt, the material terms of the transactions contemplated by this Agreementhereby, the Company’s source material terms of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close Merger Agreement and the transactions contemplated hereby, thereby and any other material non-public information made available in the form required by the 1934 Act and attaching the material documents as an exhibit to such filing (including all attachments, the “8-K Filing”data room). From The Company represents and warrants that, from and after the filing issuance of the 8-K Filing with the SECDisclosure Document, the Investor no Purchaser shall not be in possession of any material, material nonpublic information received from the Company, its affiliates Frequency or any of its their respective officers, directors, employees or employees, agents, that is not disclosed or any other Person, including the Placement Agents, acting at their direction or on their behalf. From and after the issuance of the Disclosure Document, neither the Company, Frequency, nor their respective officers, directors, employees, agents or any other Person, including the Placement Agents, acting at their direction or on their behalf shall provide any material, nonpublic information to any Purchaser, unless otherwise specifically agreed in writing by such Purchaser, except in the 8-K Filingcase of material, nonpublic information provided to an observer of the Company’s or Frequency’s board of directors or member of the Company’s or Frequency’s board of directors who is affiliated with such Purchaser or in a Final Waiver Notice to Informed Purchasers (as such terms are defined below) in accordance with Section 5.05 hereof. The Company shall not, and shall cause each of its affiliates Frequency and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its affiliates from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders agents and any other Person, including the Placement Agents, acting at their direction or agents for on their behalf not to, publicly disclose the name of any such disclosure. Subject to the foregoing, neither the Company, its affiliates nor the Investor shall issue any press releases Purchaser or any other public statements with respect to affiliate or investment advisor of any Purchaser, or include the transactions contemplated hereby; provided, however, that the Company shall be entitled, name of any Purchaser or any affiliate or investment advisor of any Purchaser without the prior approval written consent (including by e-mail) of the Investor, to make such Purchaser (i) in any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and marketing materials, or (ii) in any filing with the Commission or any regulatory agency or trading market, except (A) as required by the federal securities laws, rules or regulations, (B) to the extent such disclosure is required by applicable law other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of any national securities exchange on which Frequency’s securities are listed for trading or (C) to the extent such disclosure contains only information previously approved in accordance with this Section 5.02, and regulations (provided that in the case of any disclosure made pursuant to clause (ii), the Company will provide the Purchaser with prior written notice (including by e-mail) of the applicable portion of such filing. Upon the earlier of (i) the Investor Disclosure Deadline, (ii) the issuance of the Press Release and (iii) the filing of the Disclosure Document, each Purchaser shall no longer be consulted by subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company Company, Frequency or their respective officers, directors, Affiliates, employees or agents, or any other Person, including the Placement Agents, acting at their direction or on their behalf, in each case entered into in connection with any such press release or other public disclosure prior to its release). Without the prior written consent sale of the Investor, securities hereunder and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither Merger. The Company understands and confirms that the Company nor any of its affiliates shall disclose Purchasers and their respective Affiliates will rely on the name foregoing representations in effecting transactions in securities of the Investor in any filing, announcement, release or otherwiseCompany.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, within four business days on the second (2nd) Business Day following the earlier to occur each of (i) the Closing Date or (ii) the Termination Date (as defined below), date of this Agreement the Company shall issue a press release (the “Initial Press Release”) and file a Current Report current report on Form 8-K K, in each case describing the terms of the transactions contemplated by this Agreement, the Company’s source transactions contemplated by the securities purchase agreements executed by the Other Investors in connection with the Other Private Placements and any other material, nonpublic information that the Company provided to any Buyer prior to the issuance of funds for the Redemption Amount and/or Initial Press Release and the filing of such Form 8-K, which Form 8-K shall be in the form required by the 1934 Act and shall attach this Agreement (and, as appropriate, any other Transaction Document or other agreement executed in connection with the Other Private Placements) as an explanation describing exhibit to such filing (including such attachments, the “Pre-Closing 8-K”), and (ii) the Stockholders’ Meeting (and any Subsequent Stockholders’ Meeting), the Company shall issue a press release (if deemed necessary or appropriate by the Company’s inability ) and shall file a current report on Form 8-K regarding the results of the matters voted upon at the Stockholders’ Meeting or Subsequent Stockholders’ Meeting and such other matters as are required or deemed appropriate by the Company to close be disclosed under Form 8-K relating to the transactions contemplated hereby, in the form required by the 1934 Act (each, a “Post-Stockholders’ Meeting 8-K”). If this Agreement terminates after public announcement thereof and attaching prior to Closing, by 9:00 a.m., New York City time, on the material documents as an exhibit to first Business Day following the date of such filing (including all attachmentstermination, the “Company shall issue a press release disclosing such termination. In addition, following the Closing the Company may file a press release and a Form 8-K Filingrelating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8-K”). From and after A reasonable time prior to issuing any press release referred to in the filing previous two sentences, the Company shall provide the Buyers with a copy of the proposed press release and shall consult with the Buyers with respect to the content of such press release and Pre-Closing 8-K, Post-Stockholders’ Meeting 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, its affiliates or any of its respective officers, directors, employees or agents, that is not disclosed in the Post-Closing 8-K Filing. The Company shall notK, as the case may be, and shall cause each of its affiliates and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with consider in good faith any material, nonpublic information regarding the Company or any of its affiliates from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant comments proposed by the Company, any of its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureBuyers. Subject to the foregoing, neither none of the Company, its affiliates Company and the Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the InvestorBuyers, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Pre-Closing 8-K, a Post-Stockholders’ Meeting 8-K Filing and contemporaneously therewith and (ii) or the Post-Closing 8-K, as is required by applicable law and regulations the case may be (provided that in the case of clause (i) the Investor shall be consulted by the Company shall consult with the Buyers in connection with any such press release or other public disclosure prior to its release)release and consider in good faith any comments proposed by the Buyers) and (ii) either party may make such disclosure as is required by applicable Law. Without Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Buyer or any Affiliate or investment adviser of any Buyer, or include the name of any Buyer or any Affiliate or investment adviser of any Buyer in any press release or in any filing with the SEC or any regulatory agency or Eligible Market, without the prior written consent of such Buyer, except (i) as may be necessary or appropriate to comply with the Investorfederal securities laws, and except as including, without limitation, in connection with (A) any registration statement contemplated by the prior subsection Registration Rights Agreement and (iB) the filing of Transaction Documents with the SEC, or (ii) to the extent such disclosure is necessary or appropriate and as required by applicable law law, at the request of the staff of the SEC or regulationregulatory agency or under Eligible Market regulations, neither in which case the Company nor shall, to the extent practicable and unless otherwise prohibited by law, provide the Buyers with prior written notice of such disclosure permitted under this subclause (ii). From and after the issuance of the Initial Press Release, no Buyer shall be in possession of any material, non-public information received prior to the issuance of the Initial Press Release from the Company, any Subsidiary or any of its affiliates shall disclose the name of the Investor in any filingtheir respective officers, announcement, release directors or otherwiseemployees.

Disclosure of Transactions and Other Material Information. On GT Biopharma shall file a current report on Form 8-K reasonably acceptable to Claimants (the “8-K Filing”) on or before 8:30 a.m., New York City time, within four business days following on the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below), the Company shall issue a press release first Business Day after this Agreement has been duly executed and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated herebydelivered, in the form required by the 1934 Act Act, relating to the transactions contemplated by this Agreement and attaching a form of this Agreement and the material documents form of Settlement Notes (including, without limitation, all schedules and exhibits to such agreements to the extent required by the rules of the SEC) as an exhibit to such filing (including all attachments, the “8-K Filing”)filing. From and after the filing of the 8-K Filing with the SEC, the Investor Claimants shall not be in possession of any material, nonpublic information received from the CompanyGT Biopharma, any of its affiliates Subsidiaries or any of its their respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Company In addition, effective upon the filing of the 8-K Filing, GT Biopharma acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between GT Biopharma, any of its Subsidiaries or any of their respective officers, directors, employees or agents, on the one hand, and Claimants or any of their respective affiliates, on the other hand, shall terminate and be of no further force or effect. GT Biopharma shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor Claimants with any material, nonpublic information regarding the Company GT Biopharma or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) Claimants or as required by applicable law or regulation, neither otherwise contemplated hereby. GT Biopharma understands and confirms that Claimants will rely on the Company nor any foregoing representations in effecting transactions in securities of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwiseGT Biopharma.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, within four business days following Upon the earlier to occur execution of (i) this Agreement by the Closing Date or (ii) the Termination Date (as defined below)parties hereto, the Company shall issue a press release and (which issuance may be delayed until immediately prior to the start of the next trading day on the TSX if the TSX is closed at the time this Agreement is so executed). The Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching the material documents Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Series A Share Rights and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the “86-K Filing”)) and a material change report on Form 51-102F3 in accordance with National Instrument 51-102 - Continuous Disclosure Obligations of the CSA with respect thereto (the “Material Change Report”) no later than the first Business Day following the date of this Agreement. From and after the filing of the 86-K Filing with the SECSEC and the filing of the Material Change Report with the CSA, the Investor Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 86-K FilingFiling and the Material Change Report. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor Buyer with any material, nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 86-K Filing with the SEC and the filing of the Material Change Report with the CSA without the express written consent of the InvestorBuyer or as may be required under the terms of the Transaction Documents. If the Investor Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries directly from the Company, any of its Subsidiaries, any of their affiliates, officers, directors or any other Person acting on their behalf, it shall promptly provide the Company with written notice thereof. The Company shall, within two five (25) business days Business Days of receipt of such notice, make public disclosure of such material, nonpublic information. In , unless the event of a breach Company determines in good faith, after consultation with its outside legal counsel, that such information is not material nonpublic information of the foregoing covenant by the Company, any of Company or its affiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliates, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureSubsidiaries. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 InvestorBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and the Material Change Report and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulationBuyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or either of the Principal Markets; provided, that, for greater certainty, the Company may file unredacted copies of the Transaction Documents as exhibits to the 6-K Filing and Material Change Report.

Disclosure of Transactions and Other Material Information. On or --------------------------------------------------------- before 8:30 a.m.April 4, New York City time, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)2001, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement, each of the Company’s source Certificates of funds for Designations, the Redemption Amount and/or an explanation describing Registration Rights Agreement and the Company’s inability to close the transactions contemplated herebyOther Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on June 4, 2001 (or such later date as the Company and attaching each Investor agree in writing), then the material documents Company shall file on June 4, 2001 (or such later date as an exhibit to such filing (including all attachmentsthe Company and each Investor agree in writing), the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. The Company has furnished to the Investor a true and correct copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2000 as such Form 10-K has been or will be filed with the SEC on or prior to the date the Announcing Form 8-K is filed with the SEC. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice of the breach from the Investor, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.Before 9:00 a.m. (Eastern Time) on June 18, New York City time, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)2001, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement (including the Disclosure Schedules to this Agreement), each of the Certificates of Designations, the Company’s source of funds for Amended and Restated Registration Rights Agreement and the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated herebyOther Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on June 14, 2001 (or such later date as the Company and attaching the material documents Investor agree in writing), then the Company shall file on June 15, 2001 (or such later date as an exhibit to such filing (including all attachmentsthe Company and the Investor agree in writing), the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, or in the event the Investor receives notice of a Loan Default (as defined in Section 1 of the Series E Certificate of Designations) from Foothill Capital Corporation pursuant to Section 1 of the Series E Certificate of Designations, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice from the Investor of the breach or the Loan Default notice, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any no liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, within four business days following on the earlier to occur earliest of (i) the Closing Date or (ii) date of the Termination Date 10-K Filing (as defined below), (ii) March 31, 2014 and (iii) the fourth Business Day after this Agreement has been executed, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching the material documents Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Warrant, the form of Note, the form of Lock-Up Agreement, the Registration Rights Agreement, the form of Voting Agreement and the Security Documents as an exhibit exhibits to such filing (including all attachments), the “8-K Filing”). From and after the earlier of (i) the filing of (x) the 8Company’s Annual Report on 10-K Filing for the fiscal year ended December 31, 2013 with the SECSEC (the “10-K Filing”) and (y) March 31, the Investor 2014, no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 10-K Filing or the 8-K Filing. In addition, immediately following the earlier of the filing of the 10-K Filing and Mach 31, 2014, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliatesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within two (2) business days Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by any applicable law or regulationBuyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)on May 18, 2004, the Company shall issue a press release describing the terms of the transactions contemplated by the Transaction Documents and on or before 8:30 a.m., New York Time, on May 19, 2004, the Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching the material documents Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form the Warrants, the form of the Additional Investment Right and the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the “8"6-K Filing”"). On or before 8:30 a.m., New York Time, on the first Business Day following the Closing Date and each exercise of the Additional Investment Right, the Company shall file a Report on Form 6-K with the SEC describing the transaction consummated or proposed on such date. From and after the filing of the 86-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 86-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.Before --------------------------------------------------------- 9:00 a.m. (Eastern Time) on June 18, New York City time, within four business days following the earlier to occur of (i) the Closing Date or (ii) the Termination Date (as defined below)2001, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement (including the Disclosure Schedules to this Agreement), the Company’s source Series B Certificate of funds for Designations, the Redemption Amount and/or an explanation describing Amended and Restated Registration Rights Agreement and the Company’s inability to close the transactions contemplated herebyOther Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on June 14, 2001 (or such later date as the Company and attaching each Investor agree in writing), then the material documents Company shall file on June 15, 2001 (or such later date as an exhibit to such filing (including all attachmentsthe Company and each Investor agree in writing), the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its affiliates Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its affiliates Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its affiliates, it shall provide the Company with written notice thereof. The Company shall, within two (2) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice of the breach from the Investor, in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its affiliates Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its affiliates shall disclose the name of the Investor 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 time, within four business days on the first Business Day following the earlier date hereof, issue a press release (the “Press Release”) reasonably acceptable to occur each of (i) the Closing Date or (ii) the Termination Date Large Investors (as defined below)) disclosing all the material terms of the transactions contemplated by the Transaction Documents. In addition, the Company shall, on or before 9:30 a.m., New York time, on the first Business Day following the date of the Final Closing, issue a press release reasonably acceptable to each of the Large Investors disclosing the Final Closing. On or before 5:30 p.m., New York time, on or before the fourth Business Day following the date hereof, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, Transaction Documents in the form required by the 1934 Act and attaching all the material documents as an exhibit Transaction Documents (including, without limitation, this Agreement (and all schedules to such filing this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the filing issuance of the Press Release and the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, its affiliates Buyers (excluding those set out in Schedule 4(f)) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents. In addition, that is not disclosed in effective after the issuance of the Press Release and the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates (other than the Buyers set out in Schedule 4(f) and any Buyers that have executed a confidentiality agreement with the Company), on the other hand, shall terminate. In addition, each of the Buyers set out in Schedule 4(f) acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and such Buyer set out in Schedule 4(f) or any of their affiliates, on the other hand, shall continue before and after the issuance of the Press Release, pursuant to the terms of such agreement. The Company shall not, and the Company shall cause not Knowingly allow any of its Subsidiaries and each of its affiliates and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its affiliates Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within two (2) business days Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenant covenants by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided hereinherein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its affiliatesSubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its affiliates Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of legal counsel; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Press Release and the 8-K Filing and contemporaneously therewith Filing, or any other filing approved in accordance herewith, and (ii) in the opinion of the Company’s legal counsel, as is required by applicable law and regulations (provided that in regulations, or the case of clause (i) applicable Eligible Market on which the Investor shall be consulted Company’s common stock is listed or designated. Unless required by the Company in connection with any such press release or other public disclosure prior to its release). Without applicable law, without the prior written consent of the Investorapplicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor shall not (and shall not Knowingly allow any of its affiliates shall Subsidiaries and Affiliates to) disclose the name of the Investor such Buyer in any filingfiling (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise. Except as provided in the following sentence, notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless agreed to by a particular Buyer before or after the date hereof in a written agreement executed by the Company and such particular Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries. Notwithstanding anything herein to the contrary except where otherwise set out, the term “Buyer” or “Buyers” in this Section 4(f) shall exclude the Placement Agent and any officer, director or employee of the Placement Agent or the Company, or of any of their Subsidiaries.