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 (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.
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 THE THIRD
BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, THE COMPANY SHALL ISSUE A
PRESS RELEASE AND 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 CERTIFICATE OF DESIGNATIONS, THE FORM OF WARRANT AND THE FORM OF 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 ITS
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
19
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 OR
AS MAY BE REQUIRED UNDER THE TERMS OF THE TRANSACTION DOCUMENTS.
IF A BUYER
HAS, OR BELIEVES IT HAS, RECEIVED ANY SUCH MATERIAL, NONPUBLIC INFORMATION
REGARDING THE COMPANY OR ANY OF ITS SUBSIDIARIES DIRECTLY FROM THE COMPANY, ANY
OF ITS SUBSIDIARIES, ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS OR ANY OTHER
PERSON ACTING ON THEIR BEHALF,
IT SHALL PROVIDE THE COMPANY WITH WRITTEN NOTICE
THEREOF.
THE COMPANY SHALL, WITHIN FIVE (5) TRADING