ALL OF THE SHARES UPON EACH NATIONAL SECURITIES EXCHANGE OR AUTOMATED
QUOTATION SYSTEM, UPON WHICH SHARES OF COMMON STOCK ARE THEN LISTED (SUBJECT TO
OFFICIAL NOTICE OF ISSUANCE) OR QUOTED AND SHALL MAINTAIN, SO LONG AS ANY OTHER
SHARES OF COMMON STOCK SHALL BE SO LISTED, SUCH LISTING OF ALL SHARES FROM TIME
TO TIME ISSUABLE UNDER THE TERMS OF THE TRANSACTION DOCUMENTS. SO LONG AS ANY
SECURITIES ARE OUTSTANDING, THE COMPANY SHALL MAINTAIN THE COMMON STOCK'S
LISTING ON THE PRINCIPAL MARKET AND SHALL NOT TAKE ANY ACTION THAT WOULD
REASONABLY BE EXPECTED TO RESULT IN THE SUSPENSION OR TERMINATION OF TRADING OF
THE COMMON STOCK ON THE PRINCIPAL MARKET.
THE COMPANY SHALL PAY ALL FEES AND
EXPENSES IN CONNECTION WITH SATISFYING ITS OBLIGATIONS UNDER THIS SECTION 4(G).
H.
EXPENSES.
THE COMPANY SHALL REIMBURSE
EACH BUYER AN AMOUNT EQUAL TO THE AMOUNT OF ALL OF SUCH BUYER'S REASONABLE
LEGAL, DUE DILIGENCE AND OTHER EXPENSES INCURRED IN CONNECTION WITH THE
TRANSACTION DOCUMENTS.
IN ADDITION, IN THE EVENT ANY BUYER'S NOTE IS
OUTSTANDING ON THE FIRST ANNIVERSARY OF THE CLOSING DATE, THE COMPANY SHALL PAY
SUCH BUYER A TRANSACTION FEE IN AN AMOUNT EQUAL TO 2.0% OF THE PURCHASE PRICE OF
SUCH OUTSTANDING NOTE.
I.
DISCLOSURE OF TRANSACTIONS AND OTHER
MATERIAL INFORMATION.
(I)
BY THE FOURTH (4TH) BUSINESS DAY
FOLLOWING THE CLOSING DATE, THE COMPANY SHALL FILE A FORM 8-K (THE "ANNOUNCING
FORM 8-K") WITH THE SEC.
THE
ANNOUNCING FORM 8-K SHALL COMPLY FULLY WITH THE
APPLICABLE 8-K RULES AND SHALL DESCRIBE THE TERMS OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS, INCLUDING THE PURCHASE OF THE NOTES
AND SHARES.
THE COMPANY SHALL FILE ALL EXHIBITS RELATING TO THIS AGREEMENT
REQUIRED TO BE FILED BY THE SEC AND SECURITIES LAWS OR OTHER LAWS AS EXHIBITS TO
THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q TO BE FILED WITH THE SEC ON OR
AROUND AUGUST 14, 2008.
(II)
SUBJECT TO THE AGREEMENTS AND COVENANTS
SET FORTH IN THIS SECTION 4(I), THE COMPANY SHALL NOT ISSUE ANY PRESS RELEASES
OR ANY OTHER PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY OR DISCLOSING THE NAME OF ANY BUYER; PROVIDED, HOWEVER, THAT THE COMPANY
SHALL BE ENTITLED, WITHOUT THE PRIOR APPROVAL OF ANY BUYER, TO MAKE ANY PRESS
RELEASE WITH RESPECT TO SUCH TRANSACTIONS (A) IN SUBSTANTIAL CONFORMITY WITH THE
ANNOUNCING FORM 8-K AND CONTEMPORANEOUSLY THEREWITH OR PRIOR THERETO AND (B) AS
IS REQUIRED BY APPLICABLE LAW.
22
(III)
NOTWITHSTANDING ANY PROVISION HEREIN TO THE
CONTRARY, THE COMPANY SHALL NOT, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES AND
FOREIGN SUBSIDIARIES AND ITS AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS NOT TO, PROVIDE ANY BUYER WITH ANY MATERIAL
NONPUBLIC INFORMATION REGARDING THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
FOREIGN SUBSIDIARIES FROM AND AFTER THE FILING OF THE ANNOUNCING FORM 8-K WITH
THE SEC, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF SUCH BUYER, OTHER THAN
NOTICES REQUIRED UNDER THE TRANSACTION DOCUMENTS WHICH MAY CONSTITUTE MATERIAL
NON-PUBLIC INFORMATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY