Common use of Disclosure of Transactions and Other Material Information Clause in Contracts

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 date of this Agreement (the “8-K Filing Time”), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents and the form of the Exchanged Notes) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, the Investor shall not 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 or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, 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 the Investor 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 the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investor, 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 10:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release (the "Initial Press Release") and shall file a Current Report on Form 86-K describing the terms of the transactions contemplated hereby by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (other than the schedules to this Agreement), the Other Agreementsform of each of the Amended and Restated Notes, the Security Documents form of each of the New Warrants, the form of the Amended and Restated Registration Rights Agreement and the form of Security Documents, if available) as exhibits to such submission (such submission including all attachments, the Exchanged Notes"Initial 6-K Filing"). On or before 8:30 a.m., New York Time, on the first Business Day following the Closing Date, the Company shall issue a press release (the "Closing Press Release") and shall file a Form 6-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching any material transaction documents not previously filed as exhibits to such filing (including, without limitation, this Agreement (other than the schedules to this Agreement), the form of each of the Amended and Restated Notes, the form of each of the New Warrants, the form of the Amended and Restated Registration Rights Agreement and the form of Security Documents, if available) as exhibits to such submission (such submission including all attachments, the “8"Closing 6-K Filing”). Also included in ", and together with the 8Initial 6-K Filing, (x) the "6-K Filings"). The Initial Press Release and the Closing Press Release shall also indicate that the Company shall announce that it has engaged an investment banker is seeking to explore strategic alternatives, including, without limitation, raise additional funding. From and after the sale submission of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8Closing 6-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing Filings or in prior filings with the SECsome other public filing or public disclosure. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8Closing 6-K Filing with the SEC without the express written consent of the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to require the Company to make promptly a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

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 date of this Agreement (the “8-K Filing Time”)Closing Date, the Company shall issue cause ShellCo to file a press release and file (the "PRESS RELEASE") describing the material terms of the transactions contemplated by the Transaction Documents. The Company shall cause ShellCo to file, as a "small business issuer" (as defined in Item 10(a) of Regulation SB under the 1934 Act), a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in by the form Transaction Documents on or prior to the date required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other Agreements, the Security Documents and the form of the Exchanged Notes, the form of the Warrants, the Registration Rights Agreement and the Security Documents) as exhibits to such filing filing, if and to the extent required by the 1934 Act (including all attachments, the “"8-K Filing”FILING"). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from ShellCo, the Company, any of its their respective Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the a 8-K Filing or in prior filings with the SECFiling. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the The Company shall not, and shall cause ShellCo and each of its their Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding ShellCo, the Company or any of its their Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received from the Company or ShellCo any such material, nonpublic information regarding ShellCo, the Company or any of its Subsidiaries provided in breach of the preceding sentenceSubsidiaries, it shall provide ShellCo and the Company with written notice thereof in which case the thereof. The Company shall, or shall cause ShellCo to, within five four (54) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided unless the Company has in breach of good faith determined that the preceding sentencematters relating to such notice do not constitute material non-public information about the Company. In the event of a breach of the foregoing covenant by ShellCo, the Company, any of its their Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without with the prior approval by ShellCo or the Company. No Buyer shall have any liability to ShellCo, the Company, its any of their Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither none of ShellCo, the Company, its any of their Subsidiaries nor the Investor or any Buyer shall issue any press releases or any other public statements with in respect to of the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that ShellCo and the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with in respect to of such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case Requirements of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedLaw.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York City time, on the first (1st) Business Day following after the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other Agreementsform of Notes, the Security Documents form of the Warrants and the form of the Exchanged NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in the 8-K Filing or in prior filings connection with the SECtransactions contemplated by the Transaction Documents. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of such Buyer. To the Investor. For so long as extent that the Exchanged Notes Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and the Warrants are outstanding, if the Investor hasagrees that such Buyer shall not have any duty of confidentiality with respect to, or believes it hasa duty not to trade on the basis of, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make non-public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceinformation. In the event of a breach of any of the foregoing covenant covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, nonpublic information non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make the Press Release and 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorapplicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other than in connection Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the Registration Statement unless such disclosure is required by lawbasis of, regulation any material, non-public information regarding the Company or any Eligible Market on which the Company’s securities are then listed or quotedof its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 11:00 a.m., New York City time, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreementsform of the Notes, the Security Documents form of Warrant and the form of the Exchanged NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the The Company shall publicly disclose on Form 8-K Filing, (x) the terms of the studies to be conducted by NITEC LLC as requested by the Company of tertiary oil recovery potential of the fields related to the Acquisition Agreements using continuous CO2 injection (the "Engineering Report 8-K") and shall announce that it has engaged an investment banker to explore strategic alternativesattach the same as exhibit thereto as promptly as practicable upon receipt of same, includingbut in no event later than June 30, without limitation2007 unless, at such time, the sale of Company has filed a Registration Statement but such Registration Statement has not yet been declared effective by the SEC, in which case, the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following may delay the filing of the Engineering Report 8-K Filing with the SECuntil after such Registration Statement is declared effective, the Investor but in no event shall not 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 such Engineering Report 8-K Filing or in prior filings with the SECbe filed after September 30, 2007. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor 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. From and after the Investor. For so long as the Exchanged Notes and the Warrants are outstandingdeadlines specified above, if the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentenceSubsidiaries, it shall provide the Company with written notice thereof in which case the thereof. The Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceinformation. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)law and regulations. Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedotherwise.

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 date execution of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules of this Agreement), the Other Agreements, the Security Documents form of Warrants and the form of the Exchanged NotesLock-Up Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not 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 or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor 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 the Investorsuch Buyer. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged NotesWarrants) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first third Business Day following the date of this Agreement (the “"Initial 8-K Filing Time”"), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the Securities and Exchange Act of 1934, as amended (the "1934 Act Act"), and attaching the material Transaction Documents transaction documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents and the form of the Exchanged Notesthis Agreement) as exhibits to such filing (including all attachments, the “"Initial 8-K Filing”"). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the Initial 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries subsidiaries or any of their its respective officers, directors, employees or agents, agents that is not disclosed in the Initial 8-K Filing. On or before 8:30 a.m., New York City time, on the third Business Day following the consummation of the Exchange (the "Exchange 8-K Filing or Time"), the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in prior filings the form required by the Securities and Exchange Act of 1934, as amended (the "1934 Act"), and attaching the material transaction documents that have not previously been filed with the SEC by the Company (including, without limitation, the New Exchanged CAP Notes, the New Exchanged CAP Warrants and the New Exchanged Bridge Notes) as exhibits to such filing (including all attachments, the "Exchange 8-K Filing", and together with the Initial 8-K Filing, the "8-K Filings"). From and after the filing of the Exchange 8-K Filing with the SEC. For so long as , the Exchanged Notes and Investor shall not be in possession of any material, nonpublic information received from the Warrants (as defined Company, any of its subsidiaries or any of its respective officers, directors, employees or agents that is not disclosed in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the Exchange 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor Investors with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceInvestors. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor Investors shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Investors shall not have any liability to the Company, its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor Investors shall issue any press releases or any other public statements with in respect to of the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the InvestorInvestors, to make any press release or other public disclosure with in respect to of such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the InvestorInvestor and other than as required by applicable law, including the 1934 Act and the 8-K Filings, neither the Company nor any of Company, its Subsidiaries subsidiaries or affiliates anyone acting on their behalf shall disclose the name of the Investor in any filing, announcement, release amendment or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedotherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first fourth Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreementsform of the Notes, the Security Documents form the Registration Rights Agreement and the form of the Exchanged Notes) Security Documents as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not 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 or in prior filings with Filing. After the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) filing of the Securities Purchase Agreement8-K Filing, if a Buyer so elects in writing (any such writing, an "MNPI Notice"), 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 the Investor such Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries. As soon as practicable following the date of delivery of an MNPI Notice to the Company (the "MNPI Notice Date"), but in no event later than thirty (30) calendar days following the MNPI Notice Date, the Company shall publicly disclose, in a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K, all material, nonpublic information regarding the Company or any of its Subsidiaries from previously provided to the Buyer that delivered such MNPI Notice (the "Cleansing Filing"). From and after the filing of the 8-K a Cleansing Filing with the SEC without SEC, no Buyer that delivered an MNPI Notice shall be in possession of any material, nonpublic information received from the express written consent Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the InvestorCleansing Filing. For so long as the Exchanged Notes If a Buyer has elected not to receive material, nonpublic information and the Warrants are outstanding, if the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentenceSubsidiaries, it shall provide the Company with written notice thereof in which case the thereof. The Company shall, within five two (52) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceinformation. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by applicable law, regulation rules or any Eligible Market on which the Company’s securities are then listed or quotedregulation.

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 date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K K, which the Collateral Agent shall have approved prior to its release and filing, describing the terms of the transactions contemplated hereby by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents and the form of the Exchanged Notes) as exhibits to such filing (including all attachments, the “New Investor 8-K Filing”). Also included Neither the Company, its Subsidiaries nor the Selling Investor or the New Investor 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 the Selling Investor or the New Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the New Investor 8-K Filing, Filing and contemporaneously therewith and (xii) as is required by applicable law and regulations (provided that in the case of clause (i) the Company Selling Investor and the New Investor shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of be consulted by the Company in connection with any such press release or other public disclosure prior to its release). From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the New Investor 8-K Filing with the SEC, the Selling Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the New Investor 8-K Filing or in prior filings with the SECFiling. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Selling Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the New Investor 8-K Filing with the SEC without the express written consent of the Selling Investor. For so long as If the Exchanged Notes and the Warrants are outstanding, if the Selling Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentenceSubsidiaries, it shall provide the Company with written notice thereof in which case the thereof. The Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceinformation. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Selling Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Selling Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investor, 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Selling Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Selling Investor in any filingfiling (other than as is required by applicable law or regulations), announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedotherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 8:00 a.m., New York City time, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and promptly thereafter file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act Act, as well as disclosing such other information as the Company and the Subscribers may reasonably agree, and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents form of Warrant and the form of the Exchanged NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the 8-K Filing with the SEC, the Investor no Subscriber shall not 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 or in prior filings with the SECFiling. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor any Subscriber 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 the Investorsuch Subscriber. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Subscriber has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentencefrom such Persons, it shall provide the Company with written notice thereof in which case the thereof. The Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information, to the extent such information is both material and nonpublic. “Trading Day” means any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares are then traded; provided in breach of that “Trading Day” shall not include any day on which the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, Ordinary Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares are suspended from trading during the final hour of its trading on such exchange or their respective officersmarket (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, directorsthen during the hour ending at 4:00 p.m., employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agentsNew York time). The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor the Investor any Subscriber 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 the Investorany Subscriber, 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)law and regulations. Without the prior written consent of the Investorany applicable Subscriber, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Subscriber in any filing, announcement, release or otherwise other than in connection with the Registration Statement Statement, as contemplated pursuant to the Registration Rights Agreement, and other than in connection with the 8-K Filing, as contemplated pursuant to this Agreement, unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedPrincipal Market.

Disclosure of Transactions and Other Material Information. On The Company shall (i) on or before 8:30 a.m., a.m. New York City time, time on the first Business Day following the date of this Agreement, if this Agreement is executed and delivered prior thereto, and (ii) on or before 8:30 a.m. New York time on the “8-K Filing Time”)first (1st) Business Day after the date of this Agreement, the Company shall issue a press release if this Agreement is executed and delivered after 8:30 a.m New York time, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other AgreementsIndenture, the Supplemental Indenture, the form of the Notes, the form of the Warrants, the form of the Security Documents and the form of the Exchanged NotesGuaranties) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, Buyers by the Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in the 8-K Filing or in prior filings connection with the SECtransactions contemplated by the Transaction Documents. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic non-public 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 prior written consent of such Buyer. The Company understands and confirms that each Buyer shall be relying on the Investor. For so long as foregoing covenant and agreement in effecting transactions in securities of the Exchanged Notes Company, and the Warrants are outstandingbased on such covenant and agreement, if the Investor has, or believes it has, received unless otherwise expressly agreed in writing by such Buyer: (i) such Buyer does not have any such material, nonpublic obligation of confidentiality with respect to any information regarding that the Company or any of its Subsidiaries provided provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of the preceding sentence, it shall provide any duty to the Company with written notice thereof and/or to have misappropriated any non-public information of the Company, if such Buyer engages in which case transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company shall, within five (5) Trading Days (as defined while in the Exchanged Notes) of receipt possession of such notice, make material non-public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceinformation. In the event of a breach of any of the foregoing covenant covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, nonpublic non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorapplicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer in any filingfiling (other than the 8-K Filing), announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedotherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the first Business Trading Day following after the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other Agreements, the Security Documents and the form of the Exchanged Notes) as exhibits to such filing Backstop Warrants (including all attachments, the “8-K Filing”). Also included in The Backstop Investors shall have reasonable opportunity to review and comment on the 8-K Filing, (x) Filing prior to the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company filing thereof. From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to the Company, Backstop Investors by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in the 8-K Filing or in prior filings connection with the SECtransactions contemplated by the Transaction Documents. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the The Company shall not, and the Company shall cause the Subsidiary and each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the any Backstop Investor with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries the Subsidiary from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Backstop Investors. The Company understands and confirms that each Backstop Investor shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Backstop Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the : (i) such Backstop Investor has, or believes it has, received does not have any such material, nonpublic obligation of confidentiality with respect to any information regarding that the Company or any of its Subsidiaries provided provides to such Backstop Investor; and (ii) such Backstop Investor shall not be deemed to be in breach of the preceding sentence, it shall provide any duty to the Company with written notice thereof and/or to have misappropriated any non-public information of the Company, if such Backstop Investor engages in which case transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company shall, within five (5) Trading Days (as defined while in the Exchanged Notes) of receipt possession of such notice, make material non-public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceinformation. In the event of a breach of any of the foregoing covenant covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of each Backstop Investor), in addition to any other remedy provided herein or in the Transaction Documents, the each Backstop Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, nonpublic information non-public information, as applicable, without the prior approval by the Company, its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees or agents. The No Backstop Investor shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the any Backstop Investor 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 the any Backstop Investor, 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the each Backstop Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Backstop Investor, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the such Backstop Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedotherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)September 21, 2015, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by this Agreement in the form required by the 1934 Securities Exchange Act of 1934, as amended and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents and a copy of the form of the Exchanged Notes) this Agreement as exhibits an exhibit to such filing Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the “Amendment 8-K Filing”). In addition, as soon as commercially practicable after the occurrence of the initial Authorized Share Failure, but in no event later than 9:30 AM on the Business Day immediately following the date of occurrence of such Authorized Share Failure, the Company shall publicly disclose such fact in a Current Report on Form 8-K (the “Authorized Share 8-K Filing”, and together with the Amendment 8-K Filing, each an “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the each 8-K Filing with the SECSecurities and Exchange Commission, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the such 8-K Filing Filing. In addition, effective upon the filing of each 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or in prior filings with similar obligations under any agreement, whether written or oral, between the SEC. For so long as Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the Exchanged Notes one hand, and the Warrants (as defined in Investor or any of its affiliates, on the Securities Purchase Agreement) are outstandingother hand, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide the Investor 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 date hereof without the express prior written consent of the Investor. For so long as To the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by extent that the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, affiliates employees and agentsor agents delivers any material, in addition non-public information to any other remedy provided herein or in the Transaction DocumentsInvestor without the Investor’s consent, the Investor Company hereby covenants and agrees that the Investors shall not have the right any duty of confidentiality to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, affiliates, employees or agents. The Investor shall not have any liability agents with respect to, or a duty to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employeesaffiliates, stockholders employees or agents for any not to trade on the basis of, such disclosurematerial, non-public information. Subject to The Company understands and confirms that the foregoing, neither Investor will rely on the foregoing representations in effecting transactions in securities of the Company, its Subsidiaries nor the Investor 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 the Investor, 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m.5:30 p.m. (but in no event prior to 5:15 p.m.), New York City time, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other Agreements, form of the Security Documents Notes and the form of the Exchanged NotesWarrants) as exhibits to such filing (including all attachments, the “Initial 8-K Filing”). Also included The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the Additional Closing Date, (x) issue a press release reasonably acceptable to the Buyers disclosing all the material terms of the transactions consummated at the Additional Closing and (y) file a Current Report on Form 8-K describing all the material terms of the transactions consummated at the Additional Closing in the form required by the 1934 Act (the “Additional 8-K Filing” and collectively with the Initial 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company “8-K Filings”). From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the Initial 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, Buyers by the Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in the 8-K Filing or in prior filings connection with the SECtransactions contemplated by the Transaction Documents. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express prior written consent of the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceBuyer. In the event of a breach of any of the foregoing covenant covenants or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorapplicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer in any filingfiling (other than the 8-K Filings), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other than in connection Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the Registration Statement unless such disclosure is required by lawbasis of, regulation any information regarding the Company or any Eligible Market on which the Company’s securities are then listed or quotedof its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first second Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents and the form of the Exchanged Notes) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries the Subsidiary or any of their respective officers, directors, employees or agents, that which is not disclosed in the 8-K Filing or in prior filings with the SECFiling. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the The Company shall not, and shall cause each of its Subsidiaries the Subsidiary and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries the Subsidiary from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach the Subsidiary after the occurrence of the preceding sentence8-K Filing, it shall provide the Company with written notice thereof in which case the thereof. The Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information, to the extent such information is both material and nonpublic. “Trading Day” means any day on which the Common Stock is traded on Nasdaq, or, if Nasdaq is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in breach advance the closing time of trading on such exchange or market, then during the preceding sentencehour ending at 4:00 p.m., New York time). In the event of a breach of the foregoing covenant by Neither the Company, the Subsidiary nor any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor Agent shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries the Subsidiary or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement Statement, as contemplated pursuant to the Registration Rights Agreement, unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedNasdaq.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City time, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release announcing the transactions contemplated by the Transaction Documents and on or before 5:00 p.m., New York City time on the fourth 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 hereby by the Transaction Documents in the form required by the 1934 Act Exchange Act, and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement, the Other Agreements, the Security Documents and ) the form of the Exchanged NotesNote, the form of the Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in The Company acknowledges, agrees and represents that from and after the date of the press release and 8-K Filing, (x) the Company no Purchaser shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the press release and 8-K Filing or in prior filings with the SECFiling. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing date of the press release and 8-K Filing with the SEC without the express written consent of such Purchaser. From and after the Investor. For so long as the Exchanged Notes and the Warrants are outstandingdeadlines specified above, if the Investor a Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentenceSubsidiaries, it shall provide the Company with written notice thereof in which case the thereof. The Company shall, within five (5) Trading Business Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceinformation. In the event of a breach of the foregoing covenant by the Company, and provided that the Company shall have failed (following proper written request therefor) to make an appropriate public disclosure consistent with the requirements of Regulation FD under the Exchange Act, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Purchaser shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Purchaser 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 the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the press release and 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first second Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreementsform of the Notes, the Security Documents form of Warrant, the form the Registration Rights Agreement and the form of the Exchanged Notes) Security Documents as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not 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 or Filing. Unless requested in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreementwriting by a Buyer, 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 the Investor 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 the Investorsuch Buyer. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentenceSubsidiaries, it shall provide the Company with written notice thereof in which case the thereof. The Company shall, within five two (52) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is otherwise, except as required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedapplicable law and regulation.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the first Business Day following after the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act Exchange Act, and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other Agreements, the Security Documents form of Note and the form of the Exchanged Notes) Warrant as exhibits to such filing (including all attachments, the “Initial 8-K Filing”). Also included Upon any Additional Closings, to the extent the Company determines that knowledge of such Additional Closing constitutes material, nonpublic information, the Company shall, on or before 8:30 a.m., New York City time, on the first Business Day after the date of the applicable Joinder Agreement is executed with respect to such Additional Closing, issue a press release (an “Additional Press Release”) or file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Joinder Agreement in the form required by the Exchange Act (an “Additional 8-K Filing” and together with the Initial 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company “8-K Filing”). From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the Initial 8-K Filing with the SEC and after the issuance of either an Additional Press Release or the filing of an Additional 8-K Filing with the SEC, as applicable, the Investor applicable Subscriber(s) shall not 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 or in prior filings with the SECFiling, or, if applicable, Additional Press Release. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase AgreementThereafter, 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 the Investor any Subscriber 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 prior express written consent of the Investorsuch Subscriber. For so long Except as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitledabove, without the prior approval of the Investor, 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Subscriber, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Subscriber in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedotherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first fourth Business Day following the date of this Agreement (the “8-K Filing Time”)each Closing Date, the Company Principal Borrower shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents form of Note and the form of the Exchanged Notes) as exhibits to such filing Registration Rights Agreement (including all attachments, the “8-K Filing”). Also included in The Principal Borrower shall provide the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitationAgent, the sale of Lenders and the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the Holders a reasonable opportunity to review each 8-K Filing with prior to the SECfiling thereof. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, the Investor shall not 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 or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) each of the Securities Purchase Agreement, the Company Borrowers shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Lender with any material, nonpublic information regarding the Company or any of its Subsidiaries Xxxxx Confidential Information from and after the filing of time the 8-K Filing is made with the SEC without unless prior to delivery thereof, (A) the express written consent Borrowers shall have disclosed to the Lenders (x) that they are required to deliver information that is Xxxxx Confidential Information, (y) a general description of the Investor. For so long as nature of such information and a redacted version of any document otherwise required to be delivered that contains such information and (z) the Exchanged Notes provision of this Agreement or the other Transaction Documents that otherwise requires disclosure of such information, (B) the Lenders shall have specifically requested delivery of such information after being informed that such information is Xxxxx Confidential Information, and (C) the Lenders and the Warrants are outstandingBorrowers shall have negotiated in good faith to enter into, and shall have entered into, a confidentiality arrangement applicable to such information on terms substantially the same as those set forth in Section 5.1 of the Xxxxx License Agreement, as in effect on October 19, 2009, with Xxxxx as a third party beneficiary of such confidentiality arrangement; provided that if the Investor hasBorrowers do not deliver such information because either the Lenders decline to receive such information hereunder or the Lenders and Borrowers do not or are unable to enter into such a confidentiality arrangement after such good faith negotiations, or believes it has, received any such material, nonpublic information regarding then the Company or any of its Subsidiaries provided Borrowers shall not be in breach of either this covenant or the preceding sentence, it shall provide provision of this Agreement or the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt other Transaction Documents that otherwise requires disclosure of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoingforegoing provisions of this Section 8.26, neither any of the Company, its Subsidiaries Borrowers nor the Investor any Lender shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Principal Borrower shall be entitled, without the prior approval of the Investorany Lender, 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 lawlaw and regulations (provided, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor each Lender shall be consulted by the Company Principal Borrower in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Lender, none of the Investor, neither the Company nor any of its Subsidiaries or affiliates Borrowers shall disclose the name of the Investor any Lender or its affiliates in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law. Notwithstanding anything to the contrary contained herein, regulation the Principal Borrower acknowledges and agrees that the Lenders and/or their Affiliates may file a Schedule 13D relating to transactions contemplated hereby and any amendments thereto, and include in such Schedule 13D (and amendments thereto) such information regarding the transactions contemplated hereby and other matters relating to the Principal Borrower as the Lenders determine after consultation with their legal counsel should be included therein, and agrees that no such filing (nor the inclusion of any such information therein) will constitute a violation of the provisions of this Agreement or any Eligible Market on which Transaction Document; provided, however, that the Company’s securities are then listed or quotedLenders shall use their reasonable efforts to limit any such disclosure to the requirements of the Schedule 13D as determined by the Lenders in consultation with their legal counsel.

Disclosure of Transactions and Other Material Information. On or before 8:30 5:30 p.m., New York City time, on the second (2nd) Business Day following each of (i) the date of this Agreement the Company shall issue a press release (the “Initial Press Release”) and file a current report on Form 8-K, in each case describing the terms of the transactions contemplated by this Agreement, the transactions contemplated by the securities purchase agreements executed by the Other Investors in connection with the Other Private Placements and any other material, nonpublic information that the Company provided to any Buyer prior to the issuance of the Initial Press Release and the filing of such Form 8-K, which Form 8-K shall be in the form required by the 1934 Act and shall attach this Agreement (and, as appropriate, any other Transaction Document or other agreement executed in connection with the Other Private Placements) as an exhibit to such filing (including such attachments, the “Pre-Closing 8-K”), and (ii) the Stockholders’ Meeting (and any Subsequent Stockholders’ Meeting), the Company shall issue a press release (if deemed necessary or appropriate by the Company) and shall file a current report on Form 8-K regarding the results of the matters voted upon at the Stockholders’ Meeting or Subsequent Stockholders’ Meeting and such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to the transactions contemplated hereby, in the form required by the 1934 Act (each, a “Post-Stockholders’ Meeting 8-K”). If this Agreement terminates after public announcement thereof and prior to Closing, by 9:00 a.m., New York City time, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)such termination, the Company shall issue a press release and disclosing such termination. In addition, following the Closing the Company may file a Current Report on press release and a Form 8-K describing relating to the terms Closing of the transactions contemplated hereby in to the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC extent deemed appropriate by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents and the form of the Exchanged Notes) as exhibits to such filing (including all attachments, the “Post-Closing 8-K FilingK”). Also included A reasonable time prior to issuing any press release referred to in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, the Investor shall not 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 or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreementprevious two sentences, the Company shall not, provide the Buyers with a copy of the proposed press release and shall cause each consult with the Buyers with respect to the content of its Subsidiaries such press release and its and each of their respective officersPre-Closing 8-K, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Post-Stockholders’ Meeting 8-K Filing with the SEC without the express written consent of the Investor. For so long or Post-Closing 8-K, as the Exchanged Notes case may be, and the Warrants are outstanding, if the Investor has, or believes it has, received consider in good faith any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant comments proposed by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureBuyers. Subject to the foregoing, neither none of the Company, its Company and the Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the InvestorBuyers, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Pre-Closing 8-K, a Post-Stockholders’ Meeting 8-K Filing and contemporaneously therewith and (ii) or the Post-Closing 8-K, as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted case may be (provided that in the case of clause (i) the Investor shall be consulted by the Company shall consult with the Buyers in connection with any such press release or other public disclosure prior to its release)release and consider in good faith any comments proposed by the Buyers) and (ii) either party may make such disclosure as is required by applicable Law. Without Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Buyer or any Affiliate or investment adviser of any Buyer, or include the name of any Buyer or any Affiliate or investment adviser of any Buyer in any press release or in any filing with the SEC or any regulatory agency or Eligible Market, without the prior written consent of such Buyer, except (i) as may be necessary or appropriate to comply with the Investorfederal securities laws, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filingincluding, announcementwithout limitation, release or otherwise other than in connection with (A) any registration statement contemplated by the Registration Statement unless Rights Agreement and (B) the filing of Transaction Documents with the SEC, or (ii) to the extent such disclosure is necessary or appropriate and as required by law, regulation at the request of the staff of the SEC or regulatory agency or under Eligible Market regulations, in which case the Company shall, to the extent practicable and unless otherwise prohibited by law, provide the Buyers with prior written notice of such disclosure permitted under this subclause (ii). From and after the issuance of the Initial Press Release, no Buyer shall be in possession of any material, non-public information received prior to the issuance of the Initial Press Release from the Company, any Subsidiary or any Eligible Market on which the Company’s securities are then listed of their respective officers, directors or quotedemployees.

Disclosure of Transactions and Other Material Information. On or before 8:30 10:30 a.m., New York City timeTime, on the first second Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release (the "Initial Press Release") and shall file a Current Report on Form 86-K describing the terms of the transactions contemplated hereby by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (other than the schedules to this Agreement), the form of each of the Second Amended and Restated Notes, the Second Amended and Restated Registration Rights Agreement, the Other Agreementsform of each of the Series C Warrants and the Series D Warrants) as exhibits to such submission (such submission including all attachments, the Security Documents "Initial 6-K Filing"). On or before 8:30 a.m., New York Time, on the first Business Day following the Closing Date, the Company shall issue a press release (the "Closing Press Release") and shall file a Form 6-K describing the terms of the transactions contemplated by this Agreement in the form of required by the Exchanged Notes) 1934 Act and attaching any material transaction documents not previously filed as exhibits to such filing (including, without limitation, this Agreement (other than the schedules to this Agreement), the form of each of the Second Amended and Restated Notes, the Second Amended and Restated Registration Rights Agreement, the form of each of the Series C Warrants and the Series D Warrants) as exhibits to such submission (such submission including all attachments, the “8"Closing 6-K Filing”). Also included in ", and together with the 8Initial 6-K Filing, (x) the "6-K Filings"). The Initial Press Release and the Closing Press Release shall also indicate that the Company shall announce that it has engaged an investment banker is seeking to explore strategic alternatives, including, without limitation, raise additional funding. From and after the sale submission of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8Closing 6-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing Filings or in prior filings with the SECsome other public filing or public disclosure. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8Closing 6-K Filing with the SEC without the express written consent of the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to require the Company to make promptly a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

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 date of this Agreement (the “8-K Filing Time”), the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other AgreementsIndenture, the Security Documents forms of Supplemental Indentures, the forms of the Warrants and the form forms of the Exchanged Notes) as exhibits to such filing (including all attachments, the “Series A 8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company Filing”).From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the Series A 8-K Filing with (but prior to the SECdelivery of a Ser, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the transactions contemplated by the Transaction Documents. file a Current Report on Form 8-Kthe “Series B 8-K Filing or in prior filings Filing”, and together with the SEC. For so long as Series A 8-K Filing, the Exchanged Notes “8-K Filings”) reasonably acceptable to and attaching such Series B Closing Notice and all material Transaction Documents with respect to such Series B Closing (to the Warrants (as defined extent not previously included in a filing with the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) SEC)From and after the filing of the Securities Purchase AgreementSeries B 8-K Filing, the Company shall nothave disclosed all material, and shall cause each non-public information (if any) provided to by the Company or any of its Subsidiaries and its and each or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Except with respect to the delivery of the Series B Closing Notice in accordance with Section 1(b)(ii), the Company shall not, and agentsthe Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the Series A 8-K Filing with the SEC without the express prior written consent of such Buyer. The Company understands and confirms that each Buyer shall be relying on the Investor. For so long as foregoing covenant and agreement in effecting transactions in securities of the Exchanged Notes Company, and the Warrants are outstandingbased on such covenant and agreement, if the Investor has, or believes it has, received unless otherwise expressly agreed in writing by such Buyer: (i) such Buyer does not have any such material, nonpublic obligation of confidentiality with respect to any information regarding that the Company or any of its Subsidiaries provided provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of the preceding sentence, it shall provide any duty to the Company with written notice thereof and/or to have misappropriated any non-public information of the Company, if such Buyer engages in which case transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company shall, within five (5) Trading Days (as defined while in the Exchanged Notes) of receipt possession of such notice, make material non-public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceinformation. In the event of a breach of any of the foregoing covenant covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, nonpublic information non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorapplicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedotherwise.

Disclosure of Transactions and Other Material Information. On The Company has, on or before 8:30 a.m., New York City time, on the first fourth Business Day following after the date Original Agreement was executed, issued a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and filed 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 the Initial Notes, the form of Warrant, the form of Registration Rights Agreement, the form of Lock-Up Agreements, the form of Security Documents) as exhibits to such filing (including all attachments, the "Initial 8-K Filing Time”Filing"). The Company shall, on or before 8:30 a.m., New York City time, on the Company shall fourth Business Day after this Agreement is executed, issue a press release reasonably acceptable to the Buyers, disclosing all material terms of the transactions contemplated hereby and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act Act, and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company this Agreement (including, without limitation, and all schedules to this Agreement, the Other Agreements, the Security Documents ) and the form of the Exchanged Notes) Additional Notes as exhibits to such filing (including all attachments, the “Additional 8-K Filing”). Also included in ” and, together with the Initial 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company “8-K Filings”). From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing after each of the 8-K Filing with the SECFilings, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing or in prior filings with the SECFilings. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor 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 Filings without the express written consent of the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceBuyer. In the event of a breach of the foregoing covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable lawlaw and regulations, regulation or any Eligible including the applicable rules and regulations of the Principal Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless except where such disclosure is required by lawapplicable law and regulations (including the rules and regulations of any applicable Eligible Market), regulation provided the Company agrees that unless otherwise required by such law or regulations, it shall disclose any Eligible Market on which such names only through a Transaction Document that is filed as an exhibit to a report or other filing made with the Company’s securities are then listed SEC; provided further, that such Buyer shall be consulted by the Company in connection with any such filing, announcement, release or quotedother public disclosure prior to its release.

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 date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreementsform of the Notes, the Security Documents form of Warrant and the form of the Exchanged NotesLock-up Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not 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 or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor 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 the Investorsuch Buyer. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. If the Company or any of its or their respective officers, directors, employees, stockholders or agents delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and disclosing all of the material terms of the Transactions Documents. On or before 5:30 p.m., New York City 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 hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other Agreements, the Security Documents form of Certificate of Designations and the form of the Exchanged NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “Initial 8-K Filing”). Also included in On or before 9:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the “Additional 8-K Filing,” and together with the Initial 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company “8-K Filings”). From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the Initial 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing or in prior filings with the SECFiling. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such Buyer or as may be required under the Investorterms of the Transaction Documents. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of from the preceding sentenceCompany or any Subsidiary, it shall may provide the Company with written notice thereof thereof. If the Company agrees, in which case its reasonable determination, that such information is material and nonpublic, the Company shall, within five (5) Trading Days (as defined in the Exchanged NotesCertificate of Designations) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement otherwise, unless such disclosure is required by law, regulation or any Eligible the Principal Market on which (except to the Company’s securities are then listed extent that such names appear in this Agreement or quotedthe other Transaction Documents or the Registration Statement required to be filed with the SEC).

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and disclosing all of the material terms of the Transactions Documents. On or before 5:30 p.m., New York City 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 hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other Agreements, the Security Documents form of Certificate of Designations and the form of the Exchanged NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “"Initial 8-K Filing”"). Also included in On or before 9:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the "Additional 8-K Filing," and together with the Initial 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company "8-K Filings"). From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the Initial 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing or in prior filings with the SECFiling. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such Buyer or as may be required under the Investorterms of the Transaction Documents. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of from the preceding sentenceCompany or any Subsidiary, it shall may provide the Company with written notice thereof thereof. If the Company agrees, in which case its reasonable determination, that such information is material and nonpublic, the Company shall, within five (5) Trading Days (as defined in the Exchanged NotesCertificate of Designations) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement otherwise, unless such disclosure is required by law, regulation or any Eligible the Principal Market on which (except to the Company’s securities are then listed extent that such names appear in this Agreement or quotedthe other Transaction Documents or the Registration Statement required to be filed with the SEC).

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 date of this Agreement (the “8-K Filing Time”)December 29, 2008, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of certain warrants that will become issuable upon the extension of the Company’s current borrowing and guarantee facility with Sanderling Venture Partners and Alafi Capital Company (the “Credit Support Warrants”) and the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents and the form of Warrants), the Exchanged NotesPlacement Agent Agreement, the Inside Investors Securities Purchase Agreement (as defined in Section 7(xiii)) and the Form of Warrant attached as Exhibit A-1 to the Inside Investors’ Securities Purchase Agreement as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, to the Investor Company’s knowledge, no Buyer shall not 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 or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor 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 the Investorsuch Buyer. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged NotesWarrants) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business second Trading Day following the date of this Agreement (but in no event later than the “8-K Filing Time”public announcement of the 2003 Earnings), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other Agreements, the Security Documents and the form of each of the Exchanged Notes, the form of each of the Warrants, the Registration Rights Agreement and the Voting Agreement) as exhibits to such filing Form 8-K (including all attachments, the “Initial 8-K Filing”). Also included in On or before 8:30 a.m., New York City Time, on the first Trading Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the “Additional 8-K Filing,” and together with the Initial 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007“8-K Filings”). As of immediately following the filing of the Initial 8-K Filing with the SECSEC and the public announcement of the 2003 Earnings, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing or in prior filings the public announcement of the 2003 Earnings. From and after the Initial 8-K Filing with the SEC. For so long as the Exchanged Notes SEC and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) public announcement of the Securities Purchase Agreement2003 Earnings, 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 the Investor with any Buyer with, and no Buyer shall request, 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 the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureBuyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the first second Business Day following the date hereof and the date of any material amendment to the terms set forth in this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby Agreement in compliance with applicable SEC regulations (including all attachments, the “Initial 8-K Filing”). On or before 5:30 p.m., New York time, on the second Business Day following each Closing Date, the Company shall file a Current Report on Form 8-K describing the applicable Closing and disclosing any previously undisclosed Disclosed Information in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (includingsuch filings, without limitation, this Agreement, the Other Agreements, the Security Documents and the form of the Exchanged Notes) as exhibits to such filing (including all attachments, the “Closing 8-K Filings” and, collectively with the 8-K Filing, the “8-K Filings” and each an “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the each 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing or in prior filings with the SECFilings. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the each 8-K Filing with the SEC without the express written consent of the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureBuyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor Dolphin shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without release and provided that in any case the prior Company shall not disclose the identity of any Buyer without such Buyer’s express written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedapplicable law and regulations).

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 date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents form of Warrant and the form of the Exchanged NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in , but not including the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale names of the Company Purchasers or the individual amount of Securities purchased thereby. From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the 8-K Filing with the SECCommission, the Investor Purchaser as a consequence of participating in the transactions contemplated by this Agreement shall not 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 agentsagents authorized to disclose such information, that is not disclosed in the 8-K Filing or in prior filings with unless the SECPurchaser has executed a non-disclosure agreement relating to such information. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor Purchaser 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 Commission without the express written consent of the InvestorPurchaser. For so long as If the Exchanged Notes and the Warrants are outstanding, if the Investor Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of prior to the preceding sentenceClosing Date, it shall provide the Company with written notice thereof in which case and the Company shall, shall within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such noticethereafter, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information if permitted under applicable law or without breach or violation of any agreement, contract or other obligation of the prior approval by Company unless the Company, its Subsidiaries, or any Board of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any Directors of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall determine that such disclosure would reasonably be entitled, without the prior approval of the Investor, expected to make any press release or other public disclosure with respect to such transactions (i) result in substantial conformity with the 8-K Filing a material and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market adverse effect on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)business, prospects, finances or properties. Without the prior written consent of the InvestorPurchaser, neither none of the Company nor any of Company, its Subsidiaries or their respective affiliates shall disclose the name of the Investor Purchaser in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation public or any Eligible Market on which the Company’s securities are then listed or quotednon-confidential communication.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., 9:00 am EST New York City time, on the first Business Day following the date of this Agreement April 7, 2011 (the “8-K Filing TimePress Release Deadline”), the Company shall issue a press release (“Press Release “) and within four days to file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules of this Agreement, the Other Agreements, the Security Documents ) and the form of the Exchanged NotesWarrants) as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SECPress Release, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing Press Release or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor 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 Press Release with the SEC without the express written consent of the Investorsuch Buyer. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five two (52) Trading Days (as defined in the Exchanged NotesWarrants) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the CompanyCompany or any of its officers, its Subsidiariesdirectors, employees, stockholders or agents for any such disclosure. To the extent that the Company or any of its or their respective officers, directors, employees, stockholders or agents for deliver any material, non-public information to a Buyer without such disclosureBuyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s 's securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s 's securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 9:30 a.m. (but in no event prior to 9:15 a.m.), New York City time, on the first Business (1st) Trading Day following after the date of this Agreement hereof, issue a press release (the “8-K Filing TimePress Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the first (1st) Trading Day after the date hereof, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement, the Other Agreements, the Security Documents ) and the form of the Exchanged NotesWarrants) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in From and after the 8-K Filingissuance of the Press Release, (x) the Company shall announce that it has engaged an investment banker have disclosed all material, non-public information (if any) delivered to explore strategic alternatives, including, without limitation, the sale any of the Company and (y) Buyers by the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in the 8-K Filing or in prior filings connection with the SECtransactions contemplated by the Transaction Documents. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceBuyer. In the event of a breach of any of the foregoing covenant covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Unless required by regulatory authority or in response to any subpoena, court order or similar legal demand of any governmental entity to whose authority it is subject, including, but not limited to, the filing of documents with the SEC as required by the rules and regulations of the SEC, without the prior written consent of the Investorapplicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or affiliates shall and Affiliates to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quotedotherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 The Company shall, (i) by 9:00 a.m., New York City time, on the first fourth (4th) Business Day following after the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K with the SEC under the Exchange Act describing all the material terms of the transactions contemplated hereby by this Agreement in the form required by the 1934 Exchange Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents Agreement and the form forms of each of the Exchanged Notes) as exhibits to such filing Amended and Restated Notes (including all attachments, the “Amendment 8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (yii) by 9:00 a.m., New York time, on May 8, 2017, file the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the Cleansing 8-K Filing with the SEC, SEC under the Investor shall not be in possession of any Exchange Act disclosing all material, nonpublic information received from non-public information, if any, regarding the Company, Company or any of its Subsidiaries provided to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, prior to the time of such filing that is was not disclosed in the Transaction 8-K Filing or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the 2017 Securities Purchase Agreement) are outstandingor the Amendment 8-K Filing and, other than notices required to be delivered pursuant to Section 4(m) as applicable, attaching all material transaction documents (or forms thereof). From and after the filing of the Securities Purchase AgreementCleansing 8-K Filing with the SEC, the Company shall have disclosed all material, non-public information (if any) regarding the Company or any of its Subsidiaries provided or delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents, this Agreement and the Amended and Restated Notes or otherwise. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the time of filing of the Cleansing 8-K Filing with the SEC without the express prior written consent of the Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, (which may be granted or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined withheld in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentenceInvestor’s sole discretion). In the event of a breach of any of the foregoing covenant covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right right, subject to giving the Company at least one (1) Business Day’s prior written notice, to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior written consent of the other parties hereto; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Transaction 8-K Filing, the Amendment 8-K Filing or the Cleansing 8-K Filing (as applicable) and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than with respect to the Transaction 8-K Filing and the Amendment 8-K Filing, without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise other than be true, the Company expressly acknowledges and agrees that the Investor has not had, and the Investor shall not have (unless expressly agreed to by the Investor in connection a written definitive and binding agreement executed by the Company and the Investor), any duty of confidentiality with respect to, or a duty not to trade on the Registration Statement unless such disclosure is required by lawbasis of, regulation any information regarding the Company or any Eligible Market on which the Company’s securities are then listed or quotedof its Subsidiaries.

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 date of this Agreement (the “8-K Filing Time”), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, the Security Documents and the form of the Exchanged NotesNotes and the Security Documents) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, the no Investor shall not 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 or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement4(p), 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 the any Investor 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 the such Investor. For so long as the Exchanged Notes and the Warrants are outstanding, if the an Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investor, 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.,

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 date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Other Agreements, form of the Security Documents Notes and the form of the Exchanged NotesWarrant) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not 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 or in prior filings with the SEC. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, 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 the Investor 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 the Investorsuch Buyer. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. As soon as practicable on the first Business Day following the date of this Agreement, the Company shall issue a press release disclosing all of the material terms of the Transactions Documents. On or before 8:30 a.m.5:30 p.m., New York City time, on the first Business Day following the date of this Agreement (the “8-K Filing Time”)Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement (and all schedules to this Agreement), the Other Agreements, the Security Documents form of Certificates of Designations and the form of the Exchanged NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “"Initial 8-K Filing”"). Also included in On or before 9:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the "Additional 8-K Filing," and together with the Initial 8-K Filing, (x) the Company shall announce that it has engaged an investment banker to explore strategic alternatives, including, without limitation, the sale of the Company "8-K Filings"). From and (y) the Company shall set forth the book value of the Company as of December 31, 2007. As of immediately following after the filing of the Initial 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing or in prior filings with the SECFiling. For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the 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 the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such Buyer or as may be required under the Investorterms of the Transaction Documents. For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of from the preceding sentenceCompany or any Subsidiary, it shall may provide the Company with written notice thereof thereof. If the Company agrees, in which case its reasonable determination, that such information is material and nonpublic, the Company shall, within five (5) Trading Days (as defined in the Exchanged NotesCertificates of Designations) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement otherwise, unless such disclosure is required by law, regulation or any Eligible the Principal Market on which (except to the Company’s securities are then listed extent that such names appear in this Agreement or quotedthe other Transaction Documents or the Registration Statement required to be filed with the SEC).