Page 35 of 67 SEC Filing
8.8 Publicity. Except as set forth below,
no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors
without the prior consent of the Company (in the case of a release or announcement by the Investors) or the Investors (in the
case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), except as such release
or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market,
in which case the Company or the Investors, as the case may be, shall allow the Investors or the Company, as applicable, to the
extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such
issuance. Promptly following the Initial Closing Date, the Company shall issue a press release disclosing the consummation of
the transactions contemplated by this Agreement and file a Current Report on Form 8-K attaching the press release described in
the foregoing sentence as well as copies of the Transaction Documents. In addition, the Company will make such other filings and
notices in the manner and time required by the Nasdaq Stock Market LLC and the SEC. Notwithstanding the foregoing, the Company
shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC (other than
any exhibits to filings made in respect of this transaction in accordance with periodic filing requirements under the 1934 Act)
or any regulatory agency, without the prior written consent of the Investors, except to the extent such disclosure is required
by law or trading market regulations, in which case the Company shall provide the Investors with prior notice of such disclosure.
8.9 Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as
to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.
8.10 Entire Agreement.
This Agreement, including the exhibits, and the other Transaction Documents constitute the entire agreement among the parties hereof
with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter hereof and thereof.
8.11 Further Assurances.
The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably
be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.
8.12 Governing Law;
Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State
of California without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the courts of the State of California located in Sacramento County and the United States District Court for the
Northern District of California for the purpose of any suit, action, proceeding or judgment relating to or arising out of this
Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding
may be served on each party hereto by the same methods as are specified for the giving of notices under this Agreement. Each of
the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum.
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