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 TIME, ON THE FIRST BUSINESS DAY FOLLOWING THE DATE 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 MATERIAL TRANSACTION DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT (AND ALL SCHEDULES TO THIS
AGREEMENT), THE FORM OF EACH OF THE NOTES, THE FORM OF WARRANT, AND THE
REGISTRATION RIGHTS AGREEMENT) AS EXHIBITS TO SUCH FILING (INCLUDING ALL
ATTACHMENTS, THE "8-K FILING").
FROM AND AFTER THE FILING OF THE 8-K FILING
WITH THE SEC, NO BUYER SHALL BE IN POSSESSION OF ANY MATERIAL, NONPUBLIC
INFORMATION RECEIVED FROM THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, THAT IS NOT DISCLOSED IN
THE 8-K FILING.
THE COMPANY SHALL NOT, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES
AND ITS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS,
NOT TO, PROVIDE ANY BUYER WITH ANY MATERIAL, NONPUBLIC INFORMATION REGARDING THE
COMPANY OR ANY OF ITS SUBSIDIARIES FROM AND AFTER THE FILING OF THE 8-K FILING
WITH THE SEC WITHOUT THE EXPRESS WRITTEN CONSENT OF SUCH BUYER.
SUBJECT TO THE
FOREGOING, NEITHER THE COMPANY, ITS SUBSIDIARIES NOR ANY BUYER SHALL ISSUE ANY
PRESS RELEASES OR ANY OTHER PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL BE ENTITLED,
WITHOUT THE PRIOR APPROVAL OF ANY BUYER, 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 (PROVIDED THAT IN THE CASE OF CLAUSE
(I) EACH BUYER SHALL BE CONSULTED BY THE COMPANY IN CONNECTION WITH ANY SUCH
PRESS RELEASE OR OTHER PUBLIC DISCLOSURE PRIOR TO ITS RELEASE).
(J)
RESTRICTION ON REDEMPTION AND CASH DIVIDENDS.
SO LONG AS ANY
NOTES ARE OUTSTANDING, THE COMPANY SHALL NOT, DIRECTLY OR INDIRECTLY, REDEEM, OR
DECLARE OR PAY ANY CASH DIVIDEND OR DISTRIBUTION ON, THE COMMON STOCK WITHOUT
THE PRIOR EXPRESS WRITTEN CONSENT OF THE HOLDERS OF NOTES