TO BE A TRANSFER, SALE OR ASSIGNMENT OF THE
SECURITIES HEREUNDER, AND NO INVESTOR EFFECTING A PLEDGE OF SECURITIES SHALL BE
REQUIRED TO PROVIDE THE COMPANY WITH ANY NOTICE THEREOF OR OTHERWISE MAKE ANY
DELIVERY TO THE COMPANY PURSUANT TO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT, INCLUDING, WITHOUT LIMITATION, SECTION 2(F) OF THIS AGREEMENT;
PROVIDED THAT AN INVESTOR AND ITS PLEDGEE SHALL BE REQUIRED TO COMPLY WITH THE
PROVISIONS OF SECTION 2(F) HEREOF IN ORDER TO EFFECT A SALE, TRANSFER OR
ASSIGNMENT OF SECURITIES TO SUCH PLEDGEE.
THE COMPANY HEREBY AGREES TO EXECUTE
AND DELIVER SUCH DOCUMENTATION AS A PLEDGEE OF SECURITIES MAY REASONABLY REQUEST
IN CONNECTION WITH A PLEDGE OF SUCH SECURITIES TO SUCH PLEDGEE BY AN INVESTOR.
(I)
DISCLOSURE OF TRANSACTIONS AND OTHER MATERIAL INFORMATION.
ON OR
BEFORE 8:30 A.M., NEW YORK CITY TIME, ON THE FIRST BUSINESS DAY FOLLOWING
EXECUTION OF THIS AGREEMENT, THE COMPANY SHALL FILE A CURRENT REPORT ON FORM 8-K
DESCRIBING THE TERMS OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS IN THE FORM REQUIRED BY THE 1934 ACT, AND ATTACHING THE MATERIAL
TRANSACTION DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT (AND ALL
SCHEDULES TO THIS AGREEMENT), THE FORM OF THE CERTIFICATE OF DESIGNATIONS, THE
FORM OF WARRANT AND THE FORM OF THE REGISTRATION RIGHTS AGREEMENT) AS EXHIBITS
TO SUCH FILING (INCLUDING ALL ATTACHMENTS, THE "8-K FILING").
THE COMPANY SHALL
PROVIDE THE BUYERS WITH A REASONABLE OPPORTUNITY TO REVIEW THE FORM 8-K PRIOR TO
THE 8-K FILING.
FROM AND AFTER THE FILING OF THE 8-K FILING WITH THE SEC, NO
BUYER 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 FILING.
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
BUYER WITH ANY MATERIAL NONPUBLIC INFORMATION REGARDING THE COMPANY OR ANY OF
ITS SUBSIDIARIES FROM AND AFTER THE FILING OF THE 8-K FILING WITH THE SEC
WITHOUT THE EXPRESS WRITTEN CONSENT OF SUCH BUYER.
NO BUYER SHALL HAVE ANY
LIABILITY TO THE COMPANY, ITS SUBSIDIARIES, OR ANY OF ITS OR THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS OR AGENTS FOR ANY SUCH DISCLOSURE.
SUBJECT TO THE FOREGOING, NEITHER THE COMPANY NOR ANY BUYER SHALL ISSUE ANY
PRESS RELEASES OR ANY OTHER PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL BE ENTITLED,
17
WITHOUT THE PRIOR APPROVAL OF ANY BUYER, 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, INCLUDING THE APPLICABLE RULES AND
REGULATIONS OF THE PRINCIPAL MARKET (PROVIDED THAT IN THE CASE OF CLAUSE (I)
EACH BUYER SHALL BE CONSULTED BY THE COMPANY IN CONNECTION WITH ANY SUCH PRESS
RELEASE OR OTHER PUBLIC DISCLOSURE PRIOR TO ITS