EACH NATIONAL SECURITIES EXCHANGE AND AUTOMATED QUOTATION SYSTEM, IF ANY,
UPON WHICH THE COMMON STOCK IS THEN LISTED (SUBJECT TO OFFICIAL NOTICE OF
ISSUANCE) AND SHALL MAINTAIN SUCH LISTING OF ALL REGISTRABLE SECURITIES FROM
TIME TO TIME ISSUABLE UNDER THE TERMS OF THE TRANSACTION DOCUMENTS.
THE COMPANY
SHALL MAINTAIN THE COMMON STOCKS' AUTHORIZATION FOR QUOTATION ON THE PRINCIPAL
MARKET.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES SHALL TAKE ANY ACTION
WHICH WOULD BE REASONABLY EXPECTED TO RESULT IN THE DELISTING OR SUSPENSION 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(F).
(G)
FEES.
THE COMPANY SHALL REIMBURSE CASTLERIGG MASTER INVESTMENTS
LTD. (A BUYER) ("CASTLERIGG") OR ITS DESIGNEE(S) (IN ADDITION TO ANY OTHER
EXPENSE AMOUNTS PAID TO ANY BUYER PRIOR TO THE DATE OF THIS AGREEMENT) FOR ALL
REASONABLE DOCUMENTATION COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS
18
(INCLUDING ALL REASONABLE LEGAL FEES AND DISBURSEMENTS IN CONNECTION THEREWITH,
DOCUMENTATION AND IMPLEMENTATION OF THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS AND DUE DILIGENCE IN CONNECTION THEREWITH), WHICH AMOUNT
SHALL BE WITHHELD BY SUCH BUYER FROM ITS PURCHASE PRICE AT THE CLOSING.
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.
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 AGAINST A
BUYER RELATING TO ANY SUCH PAYMENT.
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 SECURITIES TO THE BUYERS.
(H)
PLEDGE OF SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT
THE SECURITIES MAY BE PLEDGED BY AN INVESTOR (AS DEFINED IN THE REGISTRATION
RIGHTS AGREEMENT) 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) HEREOF; 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 THE SECURITIES MAY REASONABLY REQUEST IN
CONNECTION WITH A PLEDGE OF THE 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