COMPANY UNDERSTANDS AND CONFIRMS THAT THE PURCHASER WILL RELY
ON THE FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE
COMPANY. ALL DISCLOSURE PROVIDED TO THE PURCHASER REGARDING THE COMPANY, ITS
BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, FURNISHED BY OR ON BEHALF OF
THE COMPANY ARE TRUE AND CORRECT AND DO NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS MADE THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
(F)
DISCLOSURE OF TRANSACTIONS AND OTHER
MATERIAL INFORMATION.
THE COMPANY SHALL, ON OR BEFORE 8:30 A.M., NEW YORK CITY
TIME, ON NOVEMBER
, 2005, ISSUE A PRESS RELEASE REASONABLY ACCEPTABLE TO THE
PURCHASER DISCLOSING ALL MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND COMPLYING WITH APPLICABLE COMMISSION RULES. ON OR BEFORE 8:30 A.M., NEW YORK
CITY TIME, ON THE FIRST BUSINESS DAY FOLLOWING THE EXECUTION AND DELIVERY 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 FORM OF THIS AGREEMENT AND THE
WARRANT AS EXHIBITS TO SUCH FILING (INCLUDING ALL ATTACHMENTS, THE "8-K
FILING"). THE COMPANY SHALL NOT, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES AND
EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, NOT TO,
PROVIDE THE PURCHASER WITH ANY MATERIAL, NONPUBLIC INFORMATION REGARDING THE
COMPANY OR ANY OF ITS SUBSIDIARIES FROM AND AFTER THE FILING OF THE PRESS
RELEASE REFERRED TO IN THE FIRST SENTENCE OF THIS SECTION WITHOUT THE EXPRESS
WRITTEN CONSENT OF THE PURCHASER. SUBJECT TO THE FOREGOING, NEITHER THE COMPANY
NOR THE PURCHASER SHALL ISSUE ANY PRESS RELEASES OR ANY OTHER PUBLIC STATEMENTS
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY NOR SHALL THE COMPANY
DISCLOSE THE NAME OF THE PURCHASER IN ANY FILING, ANNOUNCEMENT, RELEASE OR
OTHERWISE WITHOUT THE PURCHASER'S CONSENT; PROVIDED, HOWEVER, THAT THE COMPANY
SHALL BE ENTITLED, WITHOUT THE PRIOR APPROVAL OF THE PURCHASER, 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) THE PURCHASER SHALL BE CONSULTED BY THE COMPANY IN
CONNECTION WITH ANY SUCH PRESS RELEASE OR OTHER PUBLIC DISCLOSURE PRIOR TO ITS
RELEASE).
(G)
ADDITIONAL ISSUANCES OF SECURITIES.
FROM
THE DATE HEREOF THROUGH
, 2006, THE COMPANY WILL NOT,
DIRECTLY OR INDIRECTLY, EXCEPT PURSUANT TO ITS EXISTING EMPLOYEE AND DIRECTOR
STOCK AND STOCK OPTION PLANS (PROVIDED THAT THE COMPANY SHALL NOT PERMIT DURING
SUCH PERIOD THE ESTABLISHMENT OF ANY RULE 10B5-1 PLAN), AND THE EXISTING DIRECT
STOCK PURCHASE PLAN, OFFER, SELL, GRANT ANY OPTION TO PURCHASE, OR OTHERWISE
DISPOSE OF (OR ANNOUNCE ANY OFFER, SALE, GRANT OR ANY OPTION TO PURCHASE OR
OTHER DISPOSITION OF) ANY OF ITS OR ITS