Securities Laws Disclosure; Publicity. The Company shall # by the Disclosure Time, issue a press release or file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and # file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. 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 Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except # as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and # to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this [clause (b)].

Securities Laws Disclosure; Publicity. The Company shall # by ​ (New York City time) on the Disclosure Time,Trading Day immediately following the date hereof, issue a press release or file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and # file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. 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 Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except # as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and # to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this [clause (b)].

Securities Laws Disclosure; Publicity. The Company shall # by ​ (New York City time) on the Disclosure Time,Trading Day immediately following the date hereof, issue a press release or file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and # file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. 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 Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except # as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and # to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this [clause (b)].

Securities Laws Disclosure; Publicity. The Company shall # by the Disclosure Time, issue a press release or file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and # file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuancefiling of such press release,Current Report on Form 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuancefiling of such press release,the Current Report on Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. 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 Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, exceptexcept: # as required by federal securities law in connection with # any registration statement contemplated by the Registration Rights Agreement and # the filing of final Transaction Documents with the Commission and # to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this [clause (b)].

Securities Laws Disclosure; Publicity. The Company shall #shall, by ​ (New York City time) on the Disclosure Time, issue a press release orsecond trading date following the date of execution hereof, file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and # file a Current Report on Form 8-K,this Agreement, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuancefiling of such press release,the Form 8-K as provided in the preceding sentence, the Company represents to the PurchasersPurchaser that it shall have publicly disclosed all material, non-public information delivered to any of the PurchasersPurchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release,Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the PurchasersPurchaser or any of their Affiliates on the other hand, shall terminate. The Company and eachthe Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor anythe Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of anythe Purchaser, or without the prior consent of eachthe Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of anythe Purchaser, or include the name of anythe Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of suchthe Purchaser, except # as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and # to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the PurchasersPurchaser with prior notice of such disclosure permitted under this [clause (b)].

Securities Laws Disclosure; Publicity. The Company shall #comply with applicable securities laws by the Disclosure Time, issue a press release or filefiling a Current Report on Form 8-KK, within four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated hereby, and # file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release,if the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection withdeems the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate.hereby to constitute material non-public information. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release noror otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. 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 Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except # as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and # to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this [clause (b)].

​, on or before ​, New York time, on the Disclosure Time,first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before ​, New York time, no later than the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K disclosingdescribing all the material terms of the transactions contemplated hereby, and # file a Current Report on Form 8-K, includingby the Transaction Documents as exhibits thereto, within the Commission within the timeform required by the Exchange Act.1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement)) (including all attachments, the “8-K Filing”). From and after the issuancefiling of such press release,the Press Release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered(if any) provided to any of the PurchasersBuyers by the Company or any of its Subsidiaries,Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuancefiling of such press release,the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents,affiliates, employees or Affiliatesagents, on the one hand, and any of the PurchasersBuyers or any of their Affiliatesaffiliates, on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. 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 Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except # as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and # to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this [clause (b)].

​, by ​ (New York City time) on the Disclosure Time,Trading Day immediately following the Closing Date, issue a press release or file a Current Report on Form 8-6-K disclosing the material terms of the transactions contemplated hereby, and # file a Current Report on Form 8-K, including the Transaction Documentsform of this Agreement as exhibits thereto, with the Commission within the time required by the Exchange Act.an exhibit thereto (the “Current Report”). From and after the issuance of such press release,the Current Report, the Company represents to the PurchasersInvestor that itthe Company shall have publicly disclosed all material, non-public information delivered to any of the PurchasersInvestor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.this Agreement. In addition, effective upon the issuancefiling of such press release,the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents,affiliates, employees or Affiliatesagents, on the one hand, and any of the PurchasersInvestor or any of their Affiliatesits affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each Purchaserof its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investor (as determined in the reasonable good faith judgment of the Investor) without the Investor’s consent, # the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and # in addition to any other remedy provided herein or in the Warrant, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, shareholders or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with each other in issuingthe Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other press releases with respectpublic disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of this Agreement, the Warrant or the transactions contemplated hereby,hereby or thereby, prior to the issuance, filing or public disclosure thereof, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not issue, file or publicly disclose any such information to which the nameInvestor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any Purchaser, or include the name of any Purchasersuch disclosure contained in any filingperiodic reports filed with the Commission or any regulatory agency or Trading Market, withoutunder the prior written consent of such Purchaser, except # as required by federal securities law1934 Act if it shall have previously provided the same disclosure for review in connection with the filing of final Transaction Documents with the Commission and # to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this [clause (b)].a previous filing.

Press Releases and Disclosure. The Company shall # by the Disclosure Time,may issue a press release ordescribing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K disclosingK, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and # filethe Company shall consult with the Agent and the Forward Purchaser and the Selling Stockholder prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission within the time required bypursuant to the Exchange Act. From and after the issuance of such press release, the Company representsAct) related to the Purchasers that it shall have publicly disclosed all material, non-public information delivered tothis Agreement or any of the Purchasers bytransactions contemplated hereby without the Companyprior written approval of the other parties hereto, except as may be necessary or anyappropriate in the reasonable opinion of its Subsidiaries, or any of their respective officers, directors, employees or agents in connectionthe party seeking to make disclosure to comply with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuancerequirements of such press release, the Company acknowledges and agrees that any and all confidentialityapplicable law or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issuestock exchange rules. If any such press release nor otherwise make any suchor like public statement withoutis so required, the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except ifparty making such disclosure is required by law, in which case the disclosing party shall promptly provideconsult with the other party withparties hereto prior notice ofto making such public statement or communication. Notwithstandingdisclosure, and the foregoing, the Companyparties shall not publicly disclose the name of any Purchaser, or include the name of any Purchaseruse all commercially reasonable efforts, acting in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except # as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and #good faith, to the extentagree upon a text for such disclosure that is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this [clause (b)].reasonably satisfactory to all parties hereto.

Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documents, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or AffiliatesAffiliates, on the one hand, and any of the Purchasers or any of their Affiliatesrespective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prompt prior notice of such public statement or communication. NotwithstandingTo the foregoing, the Company shall not publicly disclose the name ofextent any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except # as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and # to the extent such disclosure is required by law or the regulations of the Trading Market regulations,Market, the Company shall provide such Purchaser with prompt prior notice of such requirement so that the Purchaser may # seek appropriate relief to prevent or limit such disclosure, # furnish only that portion of the information which is legally required to be furnished or disclosed, and to the extent reasonably feasible, and # consult with the Company on content and timing prior to any such disclosure. Notwithstanding anything to the contrary contained herein, without the prior written consent of any applicable Purchaser, the Company shall not (and shall cause each of its Subsidiaries, affiliates and representatives not to) disclose the name of such Purchaser or its investment adviser in any filing, announcement, release or otherwise, except as required by law in which case the Company shall providecomply with the Purchasers with prior noticeprovisions of such disclosure permitted under this [clause (b)][Section 4.3].