DISBURSEMENTS IN
CONNECTION THEREWITH, DOCUMENTATION AND IMPLEMENTATION OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND DUE DILIGENCE IN CONNECTION
THEREWITH), INCLUDING ANY AMOUNTS PREVIOUSLY PAID TO ANY OF THE RCG ENTITIES OR
ANY OF THEIR AFFILIATES IN ACCORDANCE WITH THE TERM SHEET WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY, WHICH AMOUNT INCURRED PRIOR TO THE CLOSING
DATE, UP TO A MAXIMUM REIMBURSEMENT OF $125,000 (SPLIT EQUALLY FOR EACH OF THE
RCG ENTITIES), MAY BE WITHHELD BY SUCH BUYERS FROM THEIR PURCHASE PRICE AT THE
CLOSING AND THEREAFTER SUCH OTHER LEGAL FEES AND EXPENSES OF THE RCG ENTITIES,
NOT TO EXCEED $25,000 IN THE AGGREGATE, INCURRED IN CONNECTION WITH THE
COMPANY'S COMPLIANCE WITH SECTION 4(S) BELOW OR WITH RESPECT TO THE SECURITY
DOCUMENTS SHALL BE PAID PROMPTLY UPON RECEIPT OF A WRITTEN INVOICE FROM EITHER
OF THE RCG ENTITIES OR THEIR LEGAL COUNSEL, BUT IN NO EVENT LATER THAN THREE
(3) BUSINESS DAYS AFTER SUCH RECEIPT.
THE COMPANY SHALL BE RESPONSIBLE FOR THE
PAYMENT OF ANY PLACEMENT AGENT'S FEES, FINANCIAL ADVISORY FEES, OR BROKER'S
COMMISSIONS (OTHER THAN FOR PERSONS ENGAGED BY ANY BUYER) RELATING TO OR ARISING
OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY
FEES PAYABLE TO THE AGENT.
THE COMPANY SHALL PAY, AND HOLD EACH BUYER HARMLESS
AGAINST, ANY LIABILITY, LOSS OR EXPENSE (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEY'S FEES AND OUT-OF-POCKET EXPENSES) ARISING IN CONNECTION
WITH ANY CLAIM RELATING TO ANY SUCH PAYMENT.
(H)
PLEDGE OF SECURITIES.
THE COMPANY
ACKNOWLEDGES AND AGREES THAT THE SECURITIES MAY BE PLEDGED BY AN INVESTOR IN
CONNECTION WITH A BONA FIDE MARGIN AGREEMENT OR OTHER LOAN OR FINANCING
ARRANGEMENT THAT IS SECURED BY THE SECURITIES.
THE PLEDGE OF SECURITIES SHALL
NOT BE DEEMED 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) OF THIS AGREEMENT 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 THE SECURITIES MAY REASONABLY REQUEST IN
CONNECTION WITH A PLEDGE OF THE SECURITIES TO SUCH PLEDGEE BY AN INVESTOR.
21
(I)
DISCLOSURE OF TRANSACTIONS AND OTHER
MATERIAL INFORMATION.
THE COMPANY SHALL, ON OR BEFORE 8:30 A.M., NEW YORK CITY
TIME, ON JULY 28, 2008, ISSUE A PRESS RELEASE AND, ON OR BEFORE 8:30 A.M., NEW
YORK CITY TIME, ON JULY 29, 2008, 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, THE FORM OF REGISTRATION RIGHTS
AGREEMENT, THE FORM OF GUARANTEE AND THE FORM