SUCH TRANSACTION DESCRIBED IN
CLAUSE (1) OR (2) ABOVE IS TO BE SETTLED BY DELIVERY OF COMMON STOCK OR OTHER
SECURITIES, IN CASH OR OTHERWISE, (3) FILE OR CAUSE TO BE FILED A REGISTRATION
STATEMENT, INCLUDING ANY AMENDMENTS, WITH RESPECT TO THE REGISTRATION OF COMMON
STOCK OR SECURITIES CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE INTO SHARES OF
COMMON STOCK OR (3) PUBLICLY ANNOUNCE AN OFFERING OF ANY SHARES OF COMMON STOCK
OR SECURITIES CONVERTIBLE OR EXCHANGEABLE INTO SHARES OF COMMON STOCK, IN EACH
CASE WITHOUT THE PRIOR WRITTEN CONSENT OF LEHMAN BROTHERS INC., ON BEHALF OF THE
INITIAL PURCHASERS; AND TO CAUSE EACH OFFICER AND DIRECTOR OF THE COMPANY SET
FORTH ON SCHEDULE IV HERETO TO FURNISH TO THE INITIAL PURCHASERS, PRIOR TO THE
INITIAL DELIVERY DATE, A LETTER OR LETTERS, SUBSTANTIALLY IN THE FORM OF
EXHIBIT A (THE "LOCK UP LETTERS"); PROVIDED THAT, NOTHING CONTAINED ABOVE SHALL
PREVENT THE COMPANY FROM ISSUING (I) SECURITIES REQUIRED TO BE ISSUED PURSUANT
TO CONTRACTUAL OBLIGATIONS OF THE COMPANY IN EFFECT AS OF THE DATE OF THIS
AGREEMENT (OR THE FILING OF ANY AMENDMENT TO THE REGISTRATION STATEMENT FOR THE
COMMON STOCK UNDERLYING THE WARRANTS HELD BY PWER BRIDGE LLC); (II) SECURITIES
ISSUED UNDER THE COMPANY'S RIGHTS PLAN AS IN EFFECT AS OF THE DATE OF THIS
AGREEMENT; AND (III) EQUITY SECURITIES ISSUED PURSUANT TO EMPLOYEE BENEFIT OR
PURCHASE PLANS IN EFFECT AS OF THE DATE OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, IF (1) DURING THE LAST 17 DAYS OF THE LOCK-UP
PERIOD, THE COMPANY ISSUES AN EARNINGS RELEASE OR MATERIAL NEWS OR A MATERIAL
EVENT RELATING TO
19
THE COMPANY OCCURS OR (2) PRIOR TO THE EXPIRATION OF THE LOCK-UP PERIOD, THE
COMPANY ANNOUNCES THAT IT WILL RELEASE EARNINGS RESULTS DURING THE 16-DAY PERIOD
BEGINNING ON THE LAST DAY OF THE LOCK-UP PERIOD, THEN THE RESTRICTIONS IMPOSED
BY THE PRECEDING PARAGRAPH SHALL CONTINUE TO APPLY UNTIL THE EXPIRATION OF THE
18-DAY PERIOD BEGINNING ON THE ISSUANCE OF THE EARNINGS RELEASE OR THE
ANNOUNCEMENT OF THE MATERIAL NEWS OR THE OCCURRENCE OF THE MATERIAL EVENT,
UNLESS LEHMAN BROTHERS INC. WAIVES SUCH EXTENSION IN WRITING.
(H)
THE COMPANY WILL FURNISH TO THE HOLDERS OF THE SECURITIES AS SOON
AS PRACTICABLE AFTER THE END OF EACH FISCAL YEAR AN ANNUAL REPORT (INCLUDING A
BALANCE SHEET AND STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS OF
THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES CERTIFIED BY INDEPENDENT PUBLIC
ACCOUNTANTS) AND, AS SOON AS PRACTICABLE AFTER THE END OF EACH OF THE FIRST
THREE QUARTERS OF EACH FISCAL YEAR (BEGINNING WITH THE FISCAL QUARTER ENDING
AFTER THE DATE OF THE OFFERING MEMORANDUM), WILL MAKE AVAILABLE TO ITS
SECURITYHOLDERS CONSOLIDATED SUMMARY FINANCIAL INFORMATION OF THE COMPANY AND
ITS SUBSIDIARIES FOR SUCH QUARTER IN REASONABLE DETAIL; PROVIDED THAT SO LONG AS
THE COMPANY FILES PERIODIC REPORTS PURSUANT TO SECTION 13 OR 15(D) OF THE
EXCHANGE ACT FOR THE FOREGOING PERIODS, THE COMPANY SHALL BE DEEMED TO COMPLY
WITH THIS SECTION 5(H).
(I)
SO LONG AS ANY OF THE SECURITIES ARE OUTSTANDING, THE