YORK CITY
TIME, ON JANUARY 19, 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 MARCH 31, 2005, 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 SUBSIDIARIES' EQUITY OR EQUITY EQUIVALENT
SECURITIES, INCLUDING WITHOUT LIMITATION ANY DEBT, PREFERRED STOCK OR OTHER
INSTRUMENT OR SECURITY THAT IS, AT ANY TIME DURING ITS LIFE AND UNDER ANY
CIRCUMSTANCES, CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR SHARES OF
COMMON STOCK OR OPTIONS OR CONVERTIBLE SECURITIES.
"OPTIONS" MEANS ANY RIGHTS,
WARRANTS OR OPTIONS TO SUBSCRIBE FOR OR PURCHASE SHARES OF COMMON STOCK
OR CONVERTIBLE SECURITIES.
"CONVERTIBLE SECURITIES" MEANS ANY STOCK OR
SECURITIES (OTHER THAN OPTIONS) CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE
FOR SHARES OF COMMON STOCK.
Governing Law; Jurisdiction; Jury Trial.
All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall