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 OR SUCH OTHER DOCUMENTATION AS MAY BE REASONABLY REQUESTED BY ANY BUYER
EFFECTING A PLEDGE OF SECURITIES IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING AGREEMENT AS CONTEMPLATED UNDER SECTION 2(F) OR ANY
FINANCIAL AGENT OF SUCH BUYER.
(I)
DISCLOSURE OF TRANSACTIONS AND
OTHER MATERIAL INFORMATION.
ON OR BEFORE 8:30 A.M., NEW YORK CITY TIME, ON THE
FIRST BUSINESS DAY FOLLOWING THE CLOSING DATE OR A TERMINATION EVENT, 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, INCLUDING WITHOUT LIMITATION THE TERMS OF THE CLOSING OR A
TERMINATION EVENT, AS APPLICABLE, IN THE FORM REQUIRED BY THE 1934 ACT AND
ATTACHING THE MATERIAL TRANSACTION DOCUMENTS (INCLUDING, WITHOUT LIMITATION,
THIS AGREEMENT, ANY DOCUMENTS PREVIOUSLY UNFILED AS TO THE LEXICO AGREEMENT (AS
DEFINED BELOW), THE FORM OF THE NOTES AND THE FORM OF THE REGISTRATION RIGHTS
AGREEMENT AND THE FORM OF SECURITY DOCUMENTS 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.
IF A BUYER HAS, OR BELIEVES IT HAS, RECEIVED ANY SUCH MATERIAL, NONPUBLIC
INFORMATION REGARDING THE COMPANY OR ANY OF ITS SUBSIDIARIES, IT SHALL PROVIDE
THE COMPANY WITH WRITTEN NOTICE THEREOF.
THE COMPANY