Common use of Disclosure of Transactions Clause in Contracts

Disclosure of Transactions. The Company shall (i) or prior to 8:00 a.m., Eastern time, on the first (1st) Business Day after the date hereof issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and (ii) no later than close of business on such Business Day, file a Current Report on Form 8-K attaching this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the terms of the transactions contemplated by the Transaction Agreements in the form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Form 8-K. The Company shall use its commercially reasonable efforts to not, and to cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Company) with any material, non-public information regarding the Company or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant to the immediately preceding sentence without the express written consent of such Purchaser. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each of such Purchaser will rely (in their own discretion) on the foregoing in effecting transactions in securities of the Company.

Disclosure of Transactions. The Company shall (i) or prior to 8:00 shall, by 9:00 a.m., Eastern New York City time, on the first (1st) Business Trading Day after immediately following the date hereof of this Agreement, issue a press release describing the disclosing all material terms of the Transactions transactions contemplated by this Agreement and the other Transaction Agreements and Documents (iithe “Press Release”) and, by no later than close 5:30 p.m. (New York City time) on the fourth Business Day following the date of business on such Business Daythis Agreement, the Company will file with the SEC a Current Report on Form 8-K attaching copies of the Transaction Documents (the “Form 8-K”). Upon the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed an agreement entered into in connection with the SEC), describing the terms of the transactions contemplated by the Transaction Agreements in Documents, whether written or oral, between the form required by the Exchange ActCompany, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Form 8-K. The Company shall use its commercially reasonable efforts to not, and to cause each any of its Subsidiaries and its and each or any of their respective officers, directors, agents, employees or affiliates, employees on the one hand, and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Company) with any material, non-public information regarding the Company Investors or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesagents, employees and agentsor investment advisers, not toon the other hand, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant shall terminate unless otherwise specifically agreed in writing by such Investor. Notwithstanding anything in this Agreement to the immediately preceding sentence contrary, the Company shall not publicly disclose the name of any Investor any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers (i) in any press release, public announcement or marketing materials without the express prior written consent of such Purchaser. To Investor or (ii) in any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency without the prior written consent of such Investor, except (a) as required by the federal securities law or (b) to the extent that such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Company delivers any material, nonwill provide the Investor with prior written notice (including by e-public information mail) of and an opportunity to a Purchaser without review such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each of such Purchaser will rely disclosure under this clause (in their own discretion) on the foregoing in effecting transactions in securities of the Companyii).

Disclosure of Transactions. The Company shall (i) On or prior to 8:00 before 8:30 a.m., Eastern New York City time, on the first (1st) Business Day after second business day immediately following the date hereof issue a press release describing of this Agreement, the terms of the Transactions contemplated by the Transaction Agreements and (ii) no later than close of business on such Business Day, Company shall file a Current Report on Form 8-K attaching this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the terms of the transactions contemplated by the Transaction Agreements in Documents and attaching this Agreement as an exhibit to such filing (including all exhibits, the form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Form “8-K. The Company K Filing”). From and after the filing of the 8-K Filing with the SEC, no Holder shall use its commercially reasonable efforts to notbe in possession of any material, and to cause each nonpublic information received from the Company, any of its Subsidiaries and Subsidiaries, or any of its and each of their respective officers, directors, affiliatesemployees, employees and or agents, that is not to, provide any Purchaser (other than Purchasers who are directors or officers of disclosed in the Company) with any material, non8-public information regarding the Company or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such PurchaserK Filing. For the avoidance of doubt, the The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees and agents, not to, provide any Purchaser the Holder with any earnings information that constitutes material, nonnonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-public information pursuant to K Filing with the immediately preceding sentence SEC without the express written consent of such Purchaserthe Holder. To In the extent that event of a breach of the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective, respective officers, directors, affiliatesemployees, employees and agents, in addition to any other remedy provided herein or agents with respect toin the Transaction Documents, the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement, or a duty to otherwise, of such material, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective, respective officers, directors, affiliatesemployees, employees or agents. No Holder shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders, or agents not for any such disclosure. Subject to trade on the basis offoregoing, such materialneither the Company nor the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, non-public information. The however, that the Company understands and confirms that each of such Purchaser will rely (in their own discretion) on shall be entitled, without the foregoing in effecting transactions in securities prior approval of the CompanyHolder, 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 Holder 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 Holder, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Holder in any filing, announcement, release, or otherwise, unless such disclosure is required by law, regulation, or The NASDAQ Global Select Market.

Disclosure of Transactions. The Company shall (i) or prior to 8:00 a.m., Eastern time, on the first (1st) Business Day after the date hereof issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and (ii) no later than close of business on such Business Day, file a Current Report on Form 8-K attaching this Agreement, the Certificate of Designation, Designation and the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the terms of the transactions contemplated by the Transaction Agreements in the form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Form 8-K. The Company shall use its commercially reasonable efforts to not, and to cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Company) with any material, non-public information regarding the Company or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant to the immediately preceding sentence without the express written consent of such Purchaser. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each of such Purchaser will rely (in their own discretion) on the foregoing in effecting transactions in securities of the Company.

Disclosure of Transactions. The Company shall shall, (i) if this Agreement is signed on a day that is not a business day or prior to 8:00 before midnight (New York City time) on any business day, by 9:00 a.m., Eastern New York City time, on the first (1st) Business Day after business day immediately following the date hereof issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any business day, no later than close of business 9:29 a.m. (New York City time), on such Business Daythe date hereof, unless otherwise instructed as to an earlier time by the Placement Agents, file with the SEC a Current Report on Form 8-K attaching this Agreement, (the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the other Transaction Agreements in the form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity (and including as exhibits to review and comment on such press release and Current Report on Form 8-K. The K the material Transaction Agreements (including, without limitation, this Agreement and the Registration Rights Agreement)) and all other material non-public information provided to the Purchasers, including any subsequent event that is required to be disclosed by the Company shall use its commercially reasonable efforts to not, and to cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers under applicable securities laws as of the Companytime referenced in clauses (i) with or (ii) above, as applicable. Upon the issuance of the Disclosure Document, the Company covenants to the Purchasers that no Purchaser shall be in possession of any material, non-public information regarding received from the Company or any of its Subsidiaries from officers, directors, or employees or agents, that is not disclosed in the Disclosure Document except in the case of information that may have been provided pursuant to any confidentiality agreement between the Company and after a Purchaser, provided that to the Closing Date extent that such information constitutes material non-public information of the Company, the Company covenants and agrees to publicly release such information simultaneously with the Disclosure Document, upon which time such Purchaser shall no longer be in possession of any material non-public information of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Purchaser or any of its affiliates or advisers, or include the name of any Purchaser or any of its affiliates or advisers in any press release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency, without the express prior written consent of such Purchaser or Purchaser, except (i) as otherwise required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction AgreementsAgreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, provided, however, that such restriction shall not apply or (ii) to the provision extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Market, in which case the Company will provide the Purchaser with prior written notice (including by e-mail) of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant to the immediately preceding sentence without the express written consent of such Purchaser. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each of such Purchaser will rely disclosure under this clause (in their own discretion) on the foregoing in effecting transactions in securities of the Companyii).

Disclosure of Transactions. The Company shall (ia) or prior to 8:00 no later than 9:00 a.m., Eastern New York City time, on the first (1st) Business Day after the date hereof issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and (ii) no later than close of business on such Business DayInitial Closing Date, file a Current Report on Form 8-K attaching this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing publicly disclose the terms of the transactions contemplated by the Transaction Agreements in the form required by the Exchange ActDocuments, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and (b) file a Current Report on Form 8-K. The K, including the required Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act. From and after the issuance of such public disclosure of the terms of the transaction, the Company represents to the Investors who are not director or officers of the Company that the Company shall use its commercially reasonable efforts have publicly disclosed all material, non-public information delivered to not, and to cause each any of the Investors who are not director or officers of the Company by the Company or any of its Subsidiaries and its and each Subsidiaries, or any of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of agents in connection with the Company) with any material, non-public information regarding the Company or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise transactions contemplated by the Transaction Agreements, provided, however, that such restriction Documents. The Company and each Investor shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant consult with each other in issuing any other press releases with respect to information that the transactions contemplated hereby, and neither the Company nor any Investor shall issue any such affiliated director press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Investor, or officer may without the prior consent of each Investor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide to the other party with prior notice of such Purchaserpublic statement or communication. For the avoidance of doubt, the The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Purchaser Investor that is not a director, officer or employee of the Company (or is not an affiliate of any director, officer or employee of the Company) with any earnings information that constitutes material, non-public nonpublic information pursuant to regarding the immediately preceding sentence Company or any of its Subsidiaries in respect of the offering of the Securities from and after the date hereof without the express prior written consent of such PurchaserInvestor. If an Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries in respect of the offering of the Securities from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) full Trading Days of receipt of such notice, unless the Company reasonably objects to such information being material, nonpublic information of the Company or any of its Subsidiaries, make public disclosure of such material, nonpublic information. No Investor shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public nonpublic information to a Purchaser an Investor in respect of the offering of the Securities without such PurchaserInvestor’s consentconsent at any time that Investor is not a director, officer or employee of the Company (or is not an affiliate of any director, officer or employee of the Company), the Company hereby covenants and agrees that, unless otherwise expressly agreed between that such Purchaser and the Company, such Purchaser Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of their respective, respective officers, directors, affiliatesemployees, employees affiliates or agents agent with respect to, or a duty to the Company, any of its Subsidiaries, Subsidiaries or any of their respective, respective officers, directors, affiliatesemployees, employees affiliates or agents agent not to trade on the basis of, such material, non-public nonpublic information. The Notwithstanding the foregoing, the Company understands and confirms that each shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Purchaser will rely Investor, except: (a) as required by federal securities law in their own discretionconnection with the filing of final Transaction Documents with the SEC and (b) on to the foregoing extent such disclosure is required by law or Trading Market regulations, in effecting transactions in securities which case the Company shall provide the Investor with prior notice of the Companysuch disclosure permitted under this clause (b).

Disclosure of Transactions. The Company shall (i) On or prior to 8:00 a.m., Eastern before 8:30 a.m. New York time, on the first (1st) Business Day after following Closing, the date hereof issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and (ii) no later than close of business on such Business Day, Company shall file a Current Report on Form 86-K attaching this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the terms of the transactions contemplated by the Transaction Agreements Documents in the form required by the Exchange Act1934 Act and attaching the material Transaction Documents (including, andwithout limitation, this Agreement (other than the schedules to this Agreement), the form of Notes, the form of Warrants and the form of Registration Rights Agreement) as exhibits to such submission (such submission including all attachments, the "6-K Filing"). From and after the submission of the 6-K Filing with the SEC, no Buyer shall be in each casepossession of any material, shall give nonpublic information received from the Purchasers the opportunity to review and comment on such press release and Current Report on Form 8-K. The Company shall use its commercially reasonable efforts to notCompany, and to cause each any of its Subsidiaries and or any of its and each of their respective officers, directors, affiliates, employees and or agents, that is not to, provide any Purchaser (disclosed in the 6-K Filing or in some other than Purchasers who are directors public filing or officers of the Company) with any material, non-public information regarding the Company or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaserdisclosure. For the avoidance of doubt, the The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser Buyer with any earnings information that constitutes material, nonnonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 6-public information pursuant to K Filing with the immediately preceding sentence SEC without the express written consent of such PurchaserBuyer. To In the extent that event of a breach of the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective, respective officers, directors, affiliatesemployees and agents, employees in addition to any other remedy provided herein or agents with respect toin the Transaction Documents, a Buyer shall have the right to require the Company to make promptly a public disclosure, in the form of a press release, public advertisement or a duty otherwise, of such material, nonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any of its Subsidiaries, 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 their respectiveany Buyer, officers, directors, affiliates, employees to make any press release or agents not other public disclosure with respect to trade on such transactions (i) in substantial conformity with the basis of, 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such material, non-press release or other public information. The Company understands and confirms that each of such Purchaser will rely (in their own discretion) on the foregoing in effecting transactions in securities of the Companydisclosure prior to its release).

Disclosure of Transactions. The Company shall (i) shall, on or prior to 8:00 before 8:30 a.m., Eastern New York City time, on the first (1st) Business Day after the date hereof of this Agreement, issue a press release describing reasonably acceptable to the Investors disclosing all the material terms of the Transactions transactions contemplated by the Transaction Agreements and (ii) no later than close Documents. On or before 4:30 p.m., New York City time, on the second Business Day following the date of business on such Business Daythis Agreement, the Company shall file a Current Report on Form 8-K attaching this Agreement, describing all the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the material terms of the transactions contemplated by the Transaction Agreements Documents in the form required by the Exchange Act, and, in each case, shall give Act and attaching the Purchasers Transaction Documents (the opportunity to review and comment on such press release and Current Report on Form “8-K. K Filing”). The Company shall use its commercially reasonable efforts to not, and to cause each confirms that neither it nor any of its Subsidiaries and its and each of or their respective officers, directors, affiliates, employees and or agents, not tohas provided the Investors with material nonpublic information, provide any Purchaser (other than Purchasers who are directors or officers the terms of the Company) with any material, non-public information regarding Securities and the Company or any existence and terms of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise transactions contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such PurchaserDocuments. For the avoidance of doubt, the The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser Investor with any earnings information that constitutes material, nonnonpublic information regarding the Company or any of its Subsidiaries from and after the issuance of the 8-public information pursuant to the immediately preceding sentence K Filing without the express prior written consent of such PurchaserInvestor. To Subject to the extent foregoing, neither the Company, its Subsidiaries nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company delivers shall be entitled, without the prior approval of any materialInvestor, nonto make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-public information to a Purchaser without such Purchaser’s consent, K Filing and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Investor shall be consulted by the Company hereby covenants and agrees thatin connection with any such press release or other public disclosure prior to its release if it is materially inconsistent with the description of the transactions so described in such 8-K Filing). Without the prior written consent of any applicable Investor, unless otherwise expressly agreed between such Purchaser and neither the Company, such Purchaser shall not have any duty of confidentiality to the Company, Company nor any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to Subsidiaries shall disclose the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each name of such Purchaser will rely (Investor in their own discretion) on the foregoing in effecting transactions in securities of the Companyany filing, announcement, release or otherwise, except as may be required by applicable law and regulations.

Disclosure of Transactions. The Company shall (i) or prior to 8:00 shall, by 9:00 a.m., Eastern New York City time, on the first (1st) Business Day after business day immediately following the date hereof issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and (ii) no later than close of business on such Business Dayhereof, file with the SEC a Current Report on Form 8-K attaching this Agreement, (the Certificate of Designation, the form “Disclosure Document”) disclosing all material terms of the Warrants transactions contemplated hereby, by the other Transaction Agreements (and the Stockholders Agreements including as exhibits to such filing Current Report on Form 8-K the material Transaction Agreements (which including, without limitation, this Agreement and the Registration Rights Agreement)). Upon the issuance of the Disclosure Document, to the knowledge of the Company, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not include schedules disclosed in the Disclosure Document unless otherwise specifically agreed in writing by such Purchaser. In addition, effective upon the issuance of the Disclosure Document, the Company acknowledges and agrees that any and all confidentiality or exhibits not customarily filed similar obligations under this Agreement, or an agreement entered into in connection with the SEC), describing the terms of the transactions contemplated by the Transaction Agreements in Agreements, whether written or oral, between the form required by the Exchange ActCompany, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Form 8-K. The Company shall use its commercially reasonable efforts to not, and to cause each any of its Subsidiaries and its and each subsidiaries or any of their respective officers, directors, agents, employees or affiliates, employees on the one hand, and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Company) with any material, non-public information regarding the Company Purchasers or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesagents, employees and agentsor investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Purchaser. Notwithstanding anything in this Agreement to the contrary, the Company shall not to, provide publicly disclose the name of any Purchaser or any of its affiliates or advisers, or include the name of any Purchaser or any of its affiliates or advisers in any press release or filing with the SEC (other than any earnings information that constitutes materialregistration statement contemplated by the Registration Rights Agreement) or any regulatory agency, non-public information pursuant to the immediately preceding sentence without the express prior written consent of such Purchaser. To , except (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent that such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Select Market, in which case the Company delivers any material, nonwill provide the Purchaser with prior written notice (including by e-public information mail) of and an opportunity to a Purchaser without review such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each of such Purchaser will rely disclosure under this clause (in their own discretion) on the foregoing in effecting transactions in securities of the Companyii).

Disclosure of Transactions. The Company shall (i) On or prior to 8:00 a.m.before 5:30 p.m., Eastern New York City time, on the first (1st) fourth Business Day after following the date hereof of this Agreement, the Company shall issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and (ii) no later than close of business on such Business Day, promptly thereafter file a Current Report on Form 8-K attaching this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the terms of the transactions contemplated by this Agreement and the Transaction Agreements Distribution and Supply Agreement in the form required by the Exchange Act1934 Act (including all attachments, and, in the “8-K Filing”); provided that the Company and the Subscriber will reasonably cooperate with each case, shall give other regarding the Purchasers preparation of the opportunity to review and comment on such press release and Current Report on Form the 8-K. K Filing, the press release and the 8-K Filing shall be in a form that is mutually agreed upon by the Company and the Subscriber and in no event shall the Distribution and Supply Agreement be filed as an exhibit to the 8-K Filing. The Company shall use its commercially reasonable efforts seek a confidential treatment request (“CTR”) with the SEC in connection with filing the Distribution and Supply Agreement as an exhibit (the “Exhibit Filing”) to not, and to cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Company’s annual report on Form 10-K for the period as of and ending on March 31, 2015 (or, in the event the Company files a new registration statement or a post-effective amendment to an existing registration statement prior to the filing of such annual report, as an exhibit to such registration statement or amendment) and the Company and the Subscriber will reasonably cooperate with any material, non-public information each other regarding the Company or any redaction of its Subsidiaries confidential and sensitive information (“CTR Information”) from the Distribution and after Supply Agreement in connection with the Closing Date without the express prior written consent of CTR and such Purchaser or as otherwise contemplated redactions will be mutually agreed upon by the Transaction Agreements, Company and the Subscriber before filing the Distribution and Supply Agreement as an exhibit filing; provided, however, that such restriction shall not apply the Company at all times reserves the right to withdraw an outstanding CTR in respect of any CTR Information, and to make a corresponding amendment to the provision Exhibit Filing to include disclosure of such information CTR Information, without the Subscriber’s consent, for purposes of complying with any instructions, orders or directives received from the SEC compelling such CTR Information to directors be disclosed in the Exhibit Filing. Neither the Company, its Subsidiaries nor the Subscriber shall issue any press releases or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant any other public statements with respect to information the transactions contemplated hereby; provided, however, that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall notbe entitled, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant to the immediately preceding sentence without the express written consent prior approval of such Purchaser. To the extent that the Company delivers Subscriber, to make any material, non-press release or other public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents disclosure with respect to, or a duty to such transactions (i) in substantial conformity with the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non8-public information. The Company understands K Filing and confirms that each of such Purchaser will rely contemporaneously therewith and (in their own discretionii) on the foregoing in effecting transactions in securities of the Companyas is required by applicable law and regulations.

Disclosure of Transactions. The Company shall (i) shall, on or prior to 8:00 before 8:30 a.m., Eastern New York City time, on the first (1st) Business Day after the date hereof of this Agreement, issue a press release describing reasonably acceptable to the Initial Investors disclosing all the material terms of the Transactions transactions contemplated by the Transaction Agreements and (ii) no later than close Documents. On or before 4:30 p.m., New York City time, on the second Business Day following the date of business on such Business Daythis Agreement, the Company shall file a Current Report on Form 8-K attaching this Agreement, describing all the Certificate of Designation, the form of the Warrants and the Stockholders Agreements as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC), describing the material terms of the transactions contemplated by the Transaction Agreements Documents in the form required by the Exchange Act, and, in each case, shall give Act and attaching the Purchasers Transaction Documents (the opportunity to review and comment on such press release and Current Report on Form “Initial 8-K. K Filing”). The Company shall use its commercially reasonable efforts to not, and to cause each confirms that neither it nor any of its Subsidiaries or their respective officers, directors, employees or agents, has provided the Initial Investors with material nonpublic information, other than the terms of the Securities and the existence and terms of the transactions contemplated by the Transaction Documents. From and after the filing of the Company’s Form 10-K for the fiscal year ended July 1, 2006, the Company acknowledges and agrees that it shall have disclosed any material, nonpublic information delivered to any of the Investors by the Company or any of its and each Subsidiaries, or any of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser or agents (other than Purchasers who are directors or officers if any) prior to the filing of the Company) with any material, nonInitial 8-public information regarding the Company or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such PurchaserK Filing. For the avoidance of doubt, the The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser Investor with any earnings information that constitutes material, nonnonpublic information regarding the Company or any of its Subsidiaries from and after the issuance of the Initial 8-public information pursuant to the immediately preceding sentence K Filing without the express prior written consent of such PurchaserInvestor. To On or before 4:30 p.m., New York City time, on the extent second Business Day following the Additional Closing, the Company shall file a Current Report on Form 8-K describing all the material terms of such Additional Closing (the “Additional 8-K Filing” and together with the Initial 8-K Filing, the “8-K Filings”). Subject to the foregoing, neither the Company, its Subsidiaries nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company delivers shall be entitled, without the prior approval of any materialInvestor, nonto make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-public information to a Purchaser without such Purchaser’s consent, K Filings and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Investor shall be consulted by the Company hereby covenants and agrees thatin connection with any such press release or other public disclosure prior to its release if it is materially inconsistent with the description of the transactions so described in such 8-K Filings). Without the prior written consent of any applicable Investor, unless otherwise expressly agreed between such Purchaser and neither the Company, such Purchaser shall not have any duty of confidentiality to the Company, Company nor any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to Subsidiaries shall disclose the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each name of such Purchaser will rely (Investor in their own discretion) on the foregoing in effecting transactions in securities of the Companyany filing, announcement, release or otherwise, except as may be required by applicable law and regulations.

Disclosure of Transactions. The Company shall (i) or prior Holder agrees not to 8:00 a.m., Eastern time, on enter into any transaction with respect to the first (1st) Business Day after Company’s Common Stock from the date hereof issue a press release describing of this Agreement until the terms date of the Transactions contemplated by the Transaction Agreements and (ii) no later than close Company’s filing of business on such Business Day, file a Current Report on Form 8-K disclosing all the material terms contemplated by this Agreement and attaching this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements Agreement as exhibits an exhibit to such filing (which including all exhibits thereto, the “Announcement Form 8-K”). The Company shall file the Announcement Form 8-K on or prior to 5:30 p.m. New York City time on October 10, 2016. Immediately following the filing of the Announcement Form 8-K, the Holder shall not include schedules or exhibits not customarily filed with the SEC)be in possession of any material, describing the terms non-public information of the transactions contemplated by Company (“MNPI”) received from the Transaction Agreements Company, any of its subsidiaries or any of its respective officers, directors, employees, affiliates or agents, that is not disclosed in the form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Announcement Form 8-K. In addition, effective upon the filing of the Announcement Form 8-K, 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 the Holder or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall use its commercially reasonable efforts to not, and to shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Company) Holder with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the Closing Date date hereof without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply Holder. To the extent the Company is required to deliver a notice containing MNPI to the provision of such information Holder pursuant to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubtany agreement, the Company shall not, request from the Holder whether it wishes to receive such notice containing MNPI without identifying such MNPI (and the Company shall cause each of its Subsidiaries be deemed to have provided such notice on the date such request is delivered) and its the Company shall only proceed to (and each of their respective officers, directors, affiliates, employees and agents, not will only be required to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant ) deliver such notice containing MNPI to the immediately preceding sentence without Holder if the express written Holder consents in writing to receive such notice containing MNPI. If the Holder does not consent of in writing to receive such Purchasernotice, the Holder will be deemed to have waived its right to such notice. To the extent that the Company delivers any material, non-public information MNPI to a Purchaser the Holder without such Purchaser’s its express prior written consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and that the Company, such Purchaser Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries, subsidiaries or any of their respective, respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries, subsidiaries or any of their respective, respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public informationMNPI. The Company understands and confirms that each of such Purchaser the Holder will rely (in their own discretion) on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions. The Except as may be mutually agreed between the Lead Investor and the Company, the Company shall (i) or prior to 8:00 no later than 9:00 a.m., Eastern New York City time, on the first (1st) Business Day after the date hereof Closing Date, issue a press release release, in the form attached hereto as Exhibit D, describing the terms of the Transactions transactions contemplated by the Transaction Agreements Documents and (ii) no later than close of business on such or before 4:30 p.m., New York City time, on the fourth Business DayDay following the Closing Date, file a Current Report on Form 8-K reasonably acceptable to the Lead Investor describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching this Agreement, the Certificate of Designation, the form of the Warrants Certificate of Designation and the Stockholders Agreements Registration Rights Agreement as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC). Subject to non-disclosure agreements that are in effect as of the date hereof, describing entered into by each of the terms of Buyers in connection with the transactions contemplated by in the Transaction Agreements in Documents, (i) the form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Form 8-K. The Company shall use its commercially reasonable reasonably efforts to not, and to cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser (other than Purchasers Buyer that at the applicable time of determination does not have an affiliate who are directors or officers of serves on the Company) Board, with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser Buyer or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a PurchaserDocuments, and the Company makes no such covenant with respect (ii) to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant to the immediately preceding sentence without the express written consent of such Purchaser. To the extent that the Company delivers any material, non-public nonpublic information to a Purchaser Buyer without such PurchaserXxxxx’s consentconsent 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 Purchaser Buyer and the Company, such Purchaser Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public nonpublic information. The Company understands and confirms that each of such Purchaser Buyers will rely (in their own discretion) on the foregoing in effecting transactions in securities of the Company.. (i)

Disclosure of Transactions. The Company shall (i) or prior Holder agrees not to 8:00 a.m., Eastern time, on enter into any transaction with respect to the first (1st) Business Day after Company’s Common Stock from the date hereof issue a press release describing of this Agreement until the terms date of the Transactions contemplated by the Transaction Agreements and (ii) no later than close Company’s filing of business on such Business Day, file a Current Report on Form 8-K disclosing all the material terms contemplated by this Agreement and attaching this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements Agreement as exhibits an exhibit to such filing (which including all exhibits thereto, the “Announcement Form 8-K”). The Company shall file the Announcement Form 8-K on or prior to 5:30 p.m. New York City time on May 8, 2017. Immediately following the filing of the Announcement Form 8-K, the Holder shall not include schedules or exhibits not customarily filed with the SEC)be in possession of any material, describing the terms non-public information of the transactions contemplated by Company ("MNPI") received from the Transaction Agreements Company, any of its subsidiaries or any of its respective officers, directors, employees, affiliates or agents, that is not disclosed in the form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Announcement Form 8-K. In addition, effective upon the filing of the Announcement Form 8-K, 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 the Holder or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall use its commercially reasonable efforts to not, and to shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Company) Holder with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the Closing Date date hereof without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply Holder. To the extent the Company is required to deliver a notice containing MNPI to the provision of such information Holder pursuant to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubtany agreement, the Company shall not, request from the Holder whether it wishes to receive such notice containing MNPI without identifying such MNPI (and the Company shall cause each of its Subsidiaries be deemed to have provided such notice on the date such request is delivered) and its the Company shall only proceed to (and each of their respective officers, directors, affiliates, employees and agents, not will only be required to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant ) deliver such notice containing MNPI to the immediately preceding sentence without Holder if the express written Holder consents in writing to receive such notice containing MNPI. If the Holder does not consent of in writing to receive such Purchasernotice, the Holder will be deemed to have waived its right to such notice. To the extent that the Company delivers any material, non-public information MNPI to a Purchaser the Holder without such Purchaser’s its express prior written consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and that the Company, such Purchaser Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries, subsidiaries or any of their respective, respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries, subsidiaries or any of their respective, respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public informationMNPI. The Company understands and confirms that each of such Purchaser the Holder will rely (in their own discretion) on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions. The Company shall (i) shall, on or prior to 8:00 a.m., Eastern time, on the first fourth (1st4th) Business Day after business day immediately following the date hereof issue a press release describing the terms of the Transactions contemplated by the Transaction Agreements and (ii) no later than close of business on such Business Dayhereof, file with the SEC a Current Report on Form 8-K attaching (the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the other Transaction Agreements (and including as exhibits to such Current Report on Form 8-K the material Transaction Agreements (including, without limitation, this Agreement, the Certificate form-of DesignationPre-Funded Warrant and the Registration Rights Agreement)). Upon the filing of the Disclosure Document, to the knowledge of the Company, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, that is not disclosed in the Disclosure Document unless otherwise specifically agreed in writing by such Purchaser. In addition, effective upon the filing of the Disclosure Document, the form of the Warrants Company acknowledges and the Stockholders Agreements as exhibits to such filing (which shall not include schedules agrees that any and all confidentiality or exhibits not customarily filed similar obligations under this Agreement, or an agreement entered into in connection with the SEC), describing the terms of the transactions contemplated by the Transaction Agreements in Agreements, whether written or oral, between the form required by the Exchange ActCompany, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Form 8-K. The Company shall use its commercially reasonable efforts to not, and to cause each any of its Subsidiaries and its and each subsidiaries or any of their respective officers, directors, agents, employees or affiliates, employees on the one hand, and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Company) with any material, non-public information regarding the Company Purchasers or any of its Subsidiaries from and after the Closing Date without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply to the provision of such information to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubt, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliatesagents, employees and agentsor investment advisers, on the other hand, shall terminate unless otherwise specifically agreed in writing by such Purchaser. Notwithstanding anything in this Agreement to the contrary, the Company shall not to, provide publicly disclose the name of any Purchaser or any of its affiliates or advisers, or include the name of any Purchaser or any of its affiliates or advisers in any press release or filing with the SEC (other than any earnings information that constitutes materialregistration statement contemplated by the Registration Rights Agreement) or any regulatory agency, non-public information pursuant to the immediately preceding sentence without the express prior written consent of such Purchaser. To , except (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent that such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Capital Market, in which case the Company delivers any material, nonwill provide the Purchaser with prior written notice (including by e-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and the Company, such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each mail) of such Purchaser will rely disclosure under this clause (in their own discretion) on the foregoing in effecting transactions in securities of the Companyii).

Disclosure of Transactions. The Company shall (i) or prior Holder agrees not to 8:00 a.m., Eastern time, on enter into any transaction with respect to the first (1st) Business Day after Company’s Common Stock from the date hereof issue a press release describing of this Agreement until the terms date of the Transactions contemplated by the Transaction Agreements and (ii) no later than close Company’s filing of business on such Business Day, file a Current Report on Form 8-K disclosing all the material terms contemplated by this Agreement and attaching this Agreement, the Certificate of Designation, the form of the Warrants and the Stockholders Agreements Agreement as exhibits an exhibit to such filing (which including all exhibits thereto, the “Announcement Form 8-K”). The Company shall file the Announcement Form 8-K on or prior to 5:30 p.m. New York City time on October 10, 2016. Immediately following the filing of the Announcement Form 8-K, the Holder shall not include schedules or exhibits not customarily filed with the SEC)be in possession of any material, describing the terms non-public information of the transactions contemplated by Company ("MNPI") received from the Transaction Agreements Company, any of its subsidiaries or any of its respective officers, directors, employees, affiliates or agents, that is not disclosed in the form required by the Exchange Act, and, in each case, shall give the Purchasers the opportunity to review and comment on such press release and Current Report on Announcement Form 8-K. In addition, effective upon the filing of the Announcement Form 8-K, 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 the Holder or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall use its commercially reasonable efforts to not, and to shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, affiliatesemployees, employees affiliates and agents, not to, provide any Purchaser (other than Purchasers who are directors or officers of the Company) Holder with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the Closing Date date hereof without the express prior written consent of such Purchaser or as otherwise contemplated by the Transaction Agreements, provided, however, that such restriction shall not apply Holder. To the extent the Company is required to deliver a notice containing MNPI to the provision of such information Holder pursuant to directors or officers of the Company who are, or who are affiliated with, a Purchaser, and the Company makes no such covenant with respect to information that such affiliated director or officer may provide to such Purchaser. For the avoidance of doubtany agreement, the Company shall not, request from the Holder whether it wishes to receive such notice containing MNPI without identifying such MNPI (and the Company shall cause each of its Subsidiaries be deemed to have provided such notice on the date such request is delivered) and its the Company shall only proceed to (and each of their respective officers, directors, affiliates, employees and agents, not will only be required to, provide any Purchaser with any earnings information that constitutes material, non-public information pursuant ) deliver such notice containing MNPI to the immediately preceding sentence without Holder if the express written Holder consents in writing to receive such notice containing MNPI. If the Holder does not consent of in writing to receive such Purchasernotice, the Holder will be deemed to have waived its right to such notice. To the extent that the Company delivers any material, non-public information MNPI to a Purchaser the Holder without such Purchaser’s its express prior written consent, the Company hereby covenants and agrees that, unless otherwise expressly agreed between such Purchaser and that the Company, such Purchaser Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries, subsidiaries or any of their respective, respective officers, directors, affiliatesemployees, employees affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries, subsidiaries or any of their respective, respective officers, directors, affiliatesemployees, employees affiliates or agents not to trade on the basis of, such material, non-public informationMNPI. The Company understands and confirms that each of such Purchaser the Holder will rely (in their own discretion) on the foregoing representations in effecting transactions in securities of the Company.