Common use of Form D; Blue Sky Laws Clause in Contracts

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment Date. Within four business days after the Initial Investment Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”). From and after the 8-K Filings, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filings. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings without the express written consent of such Purchaser.

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. Within four On or before 8:30am New York City time on the first business days day after the Initial Investment Datedate of this Agreement, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). In the event of a breach of any of the foregoing covenants by the Company (as determined in the reasonable good faith judgment of such Purchaser), in addition to any other remedy provided herein or in the Transaction Documents, such Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser.

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment Date. Within four business two (2) trading days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser, provided, however, that a Purchaser which exercises its rights under Section 4(n) shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Purchaser shall have the right to request in writing that the Company promptly make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information. If the Company refuses to promptly make such a disclosure, the Company and the requesting Purchaser shall meet (in person or telephonically) within two (2) business days to resolve the issue. Unless the parties agree that disclosure is not required, the Company shall either: (i) commence a Disclosure Delay Period (as defined in the Registration Rights Agreement), or (ii) if the Company’s Board of Directors does not believe in good faith that the conditions to commencing a Disclosure Delay Period set forth in the Registration Rights Agreement have been satisfied, make a prompt public disclosure of the nonpublic information at issue. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release if such press release or other public disclosure contains the name of such Purchaser).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom. On or before 8:30 a.m., and shall provide evidence New York Time, on the first Business Day (as defined in the Registration Rights Agreement) following the execution of any such action so taken to each Purchaser on or prior to each Investment Date. Within four business days after the Initial Investment Datethis Agreement, the Company shall issue a press release and file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic non-public information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that which is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing (a) without the express written consent of such Purchaser, (b) unless required by any agreement between the Company and the Purchaser, or (c) except as is conveyed to the Purchaser pursuant to Sections 3.6 and 3.16 of the Registration Rights Agreement. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, if the Company does not make a public disclosure of such information within one Trading Day of a Purchaser’s delivery of a written notice of such breach to the Company, which notice shall include in reasonable detail the information that such Purchaser believes constitutes material non-public information, then in addition to any other remedy provided herein or in the other Transaction Documents, 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 non-public information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. The Purchaser shall provide a copy of the disclosure to the Company for its review no later than the second business day prior to release by the Purchaser. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and as is required by applicable law and regulations, or (ii) as otherwise required by law or the rules of the TSX and/or the National Market. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency, or the stock exchanges or automated quotation systems upon which the Company’s shares of Common Stock are traded, including, without limitation, any and all discounted issuance rules, if applicable, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the exhibits to the 8-K Filing or (ii) as required by law or the regulations of the stock exchange or automatic quotation system upon which the Company’s shares of Common Stock are then traded or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with notice and a copy of such disclosure, and (iii) for disclosure in the registration statement to be filed pursuant to the Registration Rights Agreement.

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Date, shall take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain an exemption therefromtherefrom and within five (5) days thereafter, and shall provide the Purchasers with evidence of any such action so taken to each Purchaser on or prior to each Investment Datetaken. Within four business two (2) trading days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8X (xxx "0-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”X Xxxxxx"). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser, provided, however, that a Purchaser which exercises its rights under Section 4(n) shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company or any of its respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Purchaser shall have the right to request in writing that the Company promptly make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information. If the Company refuses to promptly make such a disclosure, the Company and the requesting Purchaser shall meet (in person or telephonically) within two (2) business days to resolve the issue. Unless the parties agree that disclosure is not required, the Company shall either: (i) commence a Disclosure Delay Period (as defined in the Registration Rights Agreement), or (ii) if the Company's Board of Directors does not believe in good faith that the conditions to commencing a Disclosure Delay Period set forth in the Registration Rights Agreement have been satisfied, make a prompt public disclosure of the nonpublic information at issue. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release if such press release or other public disclosure contains the name of such Purchaser).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities Notes as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Notes for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom. On or before 8:30 a.m., and shall provide evidence of any such action so taken to each Purchaser New York Time, on or prior to each Investment Date. Within four business days after the Initial Investment first Business Day (as defined in the Notes) following the Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic non-public information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that which is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, if the Company does not make a public disclosure of such information within one Trading Day (as defined in the Note) of a Purchaser’s delivery of a written notice of such breach to the Company, which notice shall include in reasonable detail the information that such Purchaser believes constitutes material non-public information, then in addition to any other remedy provided herein or in the other Transaction Documents, 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 non-public information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Principal Market, or the stock exchange or automated quotation system upon which the Company’s shares of Common Stock are traded, including, without limitation, any and all discounted issuance rules, if applicable, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the exhibits to the 8-K Filing or the “Selling Stockholders” section of the Registration Statement or (ii) as required by law or Principal Market regulations, the regulations of the stock exchange or automatic quotation system upon which the Company’s shares of Common Stock are then traded or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure and the opportunity to review and comment on such disclosure.

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. D. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom. The Company shall issue a press release (the “Press Release”) describing in reasonable detail the transactions contemplated hereby and such other matters as had previously been discussed by the Purchasers and the Company, and shall provide evidence of any such action so taken to each Purchaser as soon as practicable on or prior to each Investment Date. Within four business days after the Initial Investment date hereof, but in no event later than 8:30 a.m., New York, New York time, on the first trading day following the date hereof. The Press Release shall be subject to prior review and comment from the Purchasers. In addition, no later than the second business day after the Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From Except as set forth in Section 4(b) to the Disclosure Schedules, from and after the 8-K Filingsdate of the Press Release, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or or, to the best of the Company’s knowledge, any of its or their respective directors, officers, directorsemployees, employees affiliates, stockholders, agents or agentsrepresentatives, that is not disclosed in the 8-K FilingsPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective directors, officers, directorsemployees, employees and affiliates, stockholders, agents or representatives not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Press Release without the prior express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(n) hereof shall be deemed to have given such express written consent. In the event the covenant in the preceding sentence is breached for any reason, whether or not as a result of the fault or nonfeasance of the Company, the Company shall, as promptly as practicable and in no event later than the first trading day after becoming aware of such breach, disclose all such material nonpublic information to the public in accordance with Regulation FD promulgated under the Exchange Act. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations (provided that (a) the Required Holders (as defined herein) shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and (b) in no event will any Purchaser be identified by name in any press release, including without limitation, the Press Release, or other public disclosure (other than in a future Series B Registration Statement on Form S-3 with respect to the Registrable Securities) without the express prior approval of the Purchaser to be named).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment Closing Date. Within four business days after the Initial Investment Dateexecution of this Agreement, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates if required by Item 3.02 of Form 8-K (the “8-K Filings”). From and after the 8-K Filings, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filings. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings without the express written consent of such Purchaser.

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and and, at the request of any Holder, promptly provide a copy thereof to each Purchaser promptly such Holder after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser the Holders pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser Holder on or prior to each Investment the Closing Date. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after the Closing, but in no event later than the commencement of the first trading day following the Closing Date. The Press Release shall be subject to prior review and comment by the Holders. Within four business two days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, K (the Company shall file a Form "8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”Filing"). From and after the 8-K FilingsFiling, the Company hereby acknowledges that xxxxxx xxxxxxxxxxxx xhat no Purchaser Holder shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser Holder with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such PurchaserHolder; provided, however, that if any Holder exercises its rights under Section 3.12 hereof, it shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, each Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Holder shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Holder shall issue any other 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 Holders, to make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations (provided that any such press release or other public disclosure shall be subject to prior review and comment by the Holders).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. Within four business days after the Initial Investment Datedate hereof, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after As of the date of the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(i) shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, 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 nonpublic information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each the Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each the Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each the Purchaser on or prior to each Investment the Closing Date. Within four business two (2) trading days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no the Purchaser shall not be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any the Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of the Purchaser; provided, however, that if the Purchaser exercises its rights under Section 4(m) it shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, the 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 information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Purchaser shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the 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 Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. Within four business three days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, K (the Company shall file a Form "8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”Filixx"). From and after Xxxx xxx xxxxx the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, agents that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(m) and/or 4(d) hereof shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, 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 nonpublic information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. Within four two business days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, K (the Company shall file a Form "8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”FILING"). From and after the 8-K FilingsFiling, the Company hereby acknowledges that xxxxxx xxxxxxxxxxxx xhat no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser; provided, however, that if a Purchaser exercises its rights under Section 4(m) hereof, it shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, each 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 information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. The Company shall issue a press release announcing the transactions contemplated by this Agreement, subject to the Purchasers' reasonable approval, by 9:00 p.m. Eastern time on the date after the Closing. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. The Company shall issue a press release (the "PRESS RELEASE") describing in reasonable detail the transactions contemplated hereby and such other matters as had previously been discussed by the Purchasers and the Company, as soon as practicable on or after the date hereof, but in no event later than the commencement of the first trading day following the date hereof. The Press Release shall be subject to prior review and comment from the Purchasers. Within four business two days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 80-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8X (xxx "0-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”X XXXXXX"). From and after the 8-K FilingsPress Release, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or or, to the best of the Company's knowledge, any of its or their respective directors, officers, directorsemployees, employees or agentsaffiliates, stockholders, agents and representatives, that is not disclosed in the 8-K FilingsPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective directors, officers, directorsemployees, employees affiliates, stockholders, agents and agents representatives not to, provide any Purchaser or its directors, officers, employees, affiliates, stockholders, agents or representatives with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Press Release without the express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(m) hereof shall be deemed to have given such express written consent. In the event the covenant in the preceding sentence is breached for any reason, whether or not as a result of the fault or nonfeasance of the Company, the Company shall, as promptly as practicable and in no event later than the first business day after becoming aware of such breach, disclose all such material nonpublic information to the public in accordance with Regulation FD promulgated under the Exchange Act. Notwithstanding the foregoing, and in addition to any other remedy provided herein or in the other Transaction Documents, in the event of a breach of such covenant, the Purchaser shall also have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents; provided, however, a copy of such press release, public advertisement or other communication shall be provided to the Company no less than 24 hours prior to its issuance to the public. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective directors, officers, employees, affiliates, stockholders, agents or representatives for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations (provided that (a) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and (b) in no event will any Purchaser be identified by name in any press release, including, without limitation, the Press Release, or other public disclosure without the express prior approval of the Purchaser to be named).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. Within four business two days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 80-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8X (xxx "0-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”X XXXXXX"). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(m) hereof shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, 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 nonpublic information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. D. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom. The Company shall issue a press release (the “Press Release”) describing in reasonable detail the transactions contemplated hereby and such other matters as had previously been discussed by the Purchasers and the Company, and shall provide evidence of any such action so taken to each Purchaser as soon as practicable on or prior to each Investment Date. Within four business days after the Initial Investment date hereof, but in no event later than 8:30 a.m., New York, New York time, on the first trading day following the date hereof. The Press Release shall be subject to prior review and comment from the Purchasers. In addition, no later than the second business day after the Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From Except as set forth in Schedule 4(b) to the Disclosure Schedules, from and after the 8-K Filingsdate of the Press Release, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or or, to the best of the Company’s knowledge, any of its or their respective directors, officers, directorsemployees, employees affiliates, stockholders, agents or agentsrepresentatives, that is not disclosed in the 8-K FilingsPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective directors, officers, directorsemployees, employees and affiliates, stockholders, agents or representatives not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Press Release without the prior express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(m) hereof shall be deemed to have given such express written consent. In the event the covenant in the preceding sentence is breached for any reason, whether or not as a result of the fault or nonfeasance of the Company, the Company shall, as promptly as practicable and in no event later than the first trading day after becoming aware of such breach, disclose all such material nonpublic information to the public in accordance with Regulation FD promulgated under the Exchange Act. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations (provided that (a) the Required Holders (as defined herein) shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and (b) in no event will any Purchaser be identified by name in any press release, including without limitation, the Press Release, or other public disclosure (other than the registration statement on Form S-3 with respect to the Registrable Securities) without the express prior approval of the Purchaser to be named).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each the Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each the Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each the Purchaser on or prior to each Investment the Closing Date. Within four business days after Before the Initial Investment beginning of the trading day immediately following the Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after As of the date of the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of the Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(m) hereof or Article XI.B, XI.C or XI.D of the Series B Certificate of Designation shall be deemed to have given such express written consent, but only with respect to the information obtained as a direct result of the assertion of such rights. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. The Company shall issue a press release (the “Press Release”) describing in reasonable detail the transactions contemplated hereby and such other matters as had previously been discussed by the Purchasers and the Company, as soon as practicable on or after the date hereof, but in no event later than the commencement of the first trading day following the date hereof. The Press Release shall be subject to prior review and comment from BayStar Capital II, LP (“BayStar”). Within four business two days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after the 8-K FilingsPress Release, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Press Release without the express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(n) hereof shall be deemed to have given such express written consent. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations (provided that any such press release or other public disclosure shall be subject to prior review and comment by BayStar).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each the Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each the Purchaser pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each the Purchaser on or prior to each Investment the Closing Date. Within four business two days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, K (the Company shall file a Form "8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”FILING"). From and after the 8-K FilingsFiling, the Company hereby acknowledges that hexxxx xxxxxxxxxxxx xxxx no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any the Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser; provided, however, that if the Purchaser exercises its rights under Section 4(m) hereof it shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, the 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 information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the 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 Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Date, shall take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain an exemption therefromtherefrom and within five (5) days thereafter, and shall provide the Purchasers with evidence of any such action so taken to each Purchaser on or prior to each Investment Datetaken. Within four business two (2) trading days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 80-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8X (xxx "0-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”X Xxxxxx"). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser, provided, however, that a Purchaser which exercises its rights under Section 4(n) shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company or any of its respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Purchaser shall have the right to request in writing that the Company promptly make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information. If the Company refuses to promptly make such a disclosure, the Company and the requesting Purchaser shall meet (in person or telephonically) within two (2) business days to resolve the issue. Unless the parties agree that disclosure is not required, the Company shall either: (i) commence a Disclosure Delay Period (as defined in the Registration Rights Agreement), or (ii) if the Company's Board of Directors does not believe in good faith that the conditions to commencing a Disclosure Delay Period set forth in the Registration Rights Agreement have been satisfied, make a prompt public disclosure of the nonpublic information at issue. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release if such press release or other public disclosure contains the name of such Purchaser).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each the Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each the Purchaser pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each the Purchaser on or prior to each Investment the Closing Date. Within four business days after Before the Initial Investment beginning of the trading day immediately following the Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 80-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8X (xxx "0-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”X XXXXXX"). From and after As of the date of the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of the Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(m) hereof or Article XI.B, XI.C or XI.D of the Series B Certificate of Designation shall be deemed to have given such express written consent, but only with respect to the information obtained as a direct result of the assertion of such rights. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. Within four business days after Before the Initial Investment beginning of the trading day immediately following the Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 80-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8X (xxx "0-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K Filings”X XXXXXX"). From and after As of the date of the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 4(m) hereof or Article XI.B, XI.C or XI.D of the Certificate of Designation shall be deemed to have given such express written consent, but only with respect to the information obtained as a direct result of the assertion of such rights. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom. On or before 8:30 a.m., and shall provide evidence of any such action so taken to each Purchaser New York Time, on or prior to each Investment Date. Within four business days after the Initial Investment first Business Day (as defined in the Notes) following the Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic non-public information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that which is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser; provided, however, that, subject to Section 4(v), each Purchaser hereby consents to the receipt of a Pre-Notice under Section 8(c)(i) hereof and a Purchaser that exercises its rights under Section 4(n), Sections 8(c)(iii) or Section 8(d) hereof shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, if the Company does not make a public disclosure of such information within one Trading Day of a Purchaser’s delivery of a written notice of such breach to the Company, which notice shall include in reasonable detail the information that such Purchaser believes constitutes material non-public information, then in addition to any other remedy provided herein or in the other Transaction Documents, 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 non-public information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Principal Market, or the stock exchange or automated quotation system upon which the Company’s shares of Common Stock are traded, including, without limitation, any and all discounted issuance rules, if applicable, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the exhibits to the 8-K Filing or the “Selling Stockholders” section of the Registration Statement or (ii) as required by law or Principal Market regulations, the regulations of the stock exchange or automatic quotation system upon which the Company’s shares of Common Stock are then traded or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure and the opportunity to review and comment on such disclosure.

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each the Purchaser promptly after such filing. The Company shall, on or before On the Initial Investment Date, take such action as business day immediately following the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment Date. Within four business days after the Initial Investment Datedate hereof, the Company shall file a Form 86-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 86-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 86-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “86-K FilingsFiling”). The Purchaser shall be consulted by the Company in connection with such 6-K Filing prior to its release and shall be provided with a copy thereof and must provide specific consent to the use of its name in connection therewith. From and after the 86-K FilingsFiling, the Company hereby acknowledges shall insure that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 86-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 86-K Filings Filing without the express written consent of the Purchaser; provided, however, that if the Purchaser exercises its rights under Section 4(k) hereof it shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, 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 nonpublic information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. Within four business days Prior to the start of trading on the first trading day after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 7(l) hereof shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, 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 nonpublic information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Investment Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Investment the Closing Date. Within four business two days after the Initial Investment Closing Date, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Investment Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates (the “8-K FilingsFiling”). From and after the 8-K FilingsFiling, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingsFiling. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings Filing without the express written consent of such Purchaser; provided, however, that a Purchaser that exercises its rights under Section 7(m) hereof shall be deemed to have given such express written consent. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the other Transaction Documents, 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 nonpublic information without the prior approval by the Company, its Subsidiaries or any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).