THOUSAND DOLLARS ($125,000) OF REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY THE BUYER AND ITS AFFILIATES IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND DISBURSEMENTS IN CONNECTION WITH
THE DOCUMENTATION, NEGOTIATION AND IMPLEMENTATION OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND DUE DILIGENCE IN CONNECTION
THEREWITH), WHICH AMOUNT MAY BE WITHHELD BY THE BUYER FROM THE PURCHASE PRICE AT
THE CLOSING TO THE EXTENT NOT PREVIOUSLY REIMBURSED BY THE COMPANY. THE COMPANY
SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY PLACEMENT AGENT'S FEES, FINANCIAL
ADVISORY FEES, OR BROKER'S COMMISSIONS (OTHER THAN FOR A BUYER PROVIDER)
RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY
SHALL PAY, AND HOLD THE BUYER HARMLESS AGAINST, ANY LIABILITY, LOSS OR EXPENSE
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND OUT-OF-POCKET
EXPENSES) IN CONNECTION WITH ANY CLAIM RELATING TO ANY SUCH PAYMENT CONTEMPLATED
BY THE FOREGOING SENTENCE. EXCEPT AS OTHERWISE SET FORTH IN THE TRANSACTION
DOCUMENTS, EACH PARTY TO THIS AGREEMENT SHALL BEAR ITS OWN EXPENSES IN
CONNECTION WITH THE SALE OF THE COMMON SHARES TO THE BUYER.
(H)
PLEDGE OF COMMON SHARES. THE COMPANY ACKNOWLEDGES AND AGREES
THAT THE COMMON SHARES MAY BE PLEDGED BY A HOLDER IN CONNECTION WITH A BONA FIDE
MARGIN AGREEMENT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMMON
SHARES. SUCH PLEDGE OF COMMON SHARES SHALL NOT BE DEEMED TO BE A TRANSFER, SALE
OR ASSIGNMENT OF THE COMMON SHARES HEREUNDER, AND NO HOLDER EFFECTING A PLEDGE
OF COMMON SHARES 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)
HEREOF; PROVIDED THAT A HOLDER 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 COMMON SHARES TO SUCH PLEDGEE. THE COMPANY HEREBY AGREES TO
EXECUTE AND DELIVER SUCH DOCUMENTATION AS A PLEDGEE OF THE COMMON SHARES MAY
REASONABLY REQUEST IN CONNECTION WITH A PLEDGE OF THE COMMON SHARES TO SUCH
PLEDGEE BY A HOLDER.
(I)
DISCLOSURE OF TRANSACTIONS AND OTHER MATERIAL INFORMATION.
ON OR BEFORE 8:30 A.M., NEW YORK CITY TIME, ON THE FIRST (1ST) BUSINESS DAY
AFTER THIS AGREEMENT HAS BEEN EXECUTED, THE COMPANY SHALL ISSUE A PRESS RELEASE
AND 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 THE REGISTRATION RIGHTS AGREEMENT AS EXHIBITS TO SUCH FILING
(THE "8‐K FILING")).
NEITHER THE COMPANY NOR THE BUYER SHALL ISSUE ANY PRESS
RELEASES OR MAKE ANY OTHER PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER APPLICABLE
PARTY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL BE ENTITLED, WITHOUT THE PRIOR
APPROVAL OF THE BUYER, TO ISSUE ANY PRESS RELEASE OR MAKE OTHER