Common use of Short Sales and Confidentiality After The Date Hereof Clause in Contracts

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during the period commencing with the Discussion Time until the earlier of (a) the effective date of a registration statement registering all of the Shares and Warrant Shares and (b) the one year anniversary of the date hereof (the “Restriction Period”). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction Period. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, Purchaser severally and not jointly with the other Purchasers, Purchasers covenants that neither it, it nor any Affiliate Affiliates acting on its behalf or pursuant to any understanding with it, it will execute any Short Sales during the period commencing with after the Discussion Time until time such Purchaser and Xxxx Capital and/or the earlier of (a) Company started discussing the effective date of a registration statement registering all of transactions contemplated in this Agreement and ending at the Shares and Warrant Shares and (b) time that the one year anniversary of the date hereof (the “Restriction Period”)transactions contemplated by this Agreement are first publicly announced as described in Section 4.5. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.44.5, such Purchaser will maintain maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedulestransaction). Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction Periodtime that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, Purchaser severally and not jointly with the other Purchasers, Purchasers covenants that neither it, it nor any Affiliate affiliates acting on its behalf or pursuant to any understanding with it, it will execute any Short Sales during the period commencing with after the Discussion Time until and ending on the earlier of (a) the effective date of a registration statement registering all of Effectiveness Date (as defined in the Shares and Warrant Shares Registration Rights Agreement) and (b) the one year anniversary date that an Event of Default occurs under the date hereof Debentures (the “"Restriction Period”Date"). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.44.7, such Purchaser will maintain maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the information included Commission currently takes the position that coverage of short sales of shares of the Common Stock "against the box" prior to the Effective Date of the Registration Statement with the Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Transaction Documents and Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Disclosure SchedulesOffice of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction PeriodDate. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during the period commencing with the Discussion Time until the earlier of (a) the effective date of a registration statement registering all of the Shares and Warrant Shares Effective Date and (b) the one year 4 month anniversary of the date hereof (the “Restriction Period”). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction Period. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, Purchaser severally and not jointly with the other Purchasers, Purchasers covenants that neither it, it nor any Affiliate affiliates acting on its behalf or pursuant to any understanding with it, it will execute any Short Sales during the period commencing with after the Discussion Time until and ending on the earlier of (a) the effective date of a registration statement registering all of Effectiveness Date (as defined in the Shares and Warrant Shares Registration Rights Agreement) and (b) the one year anniversary date that an Event of Default occurs under the date hereof Debentures (the “"Restriction Period”Date"). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.44.6, such Purchaser will maintain maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the information included Commission currently takes the position that coverage of short sales of shares of the Common Stock "against the box" prior to the Effective Date of the Registration Statement with the Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Transaction Documents and Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Disclosure SchedulesOffice of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction PeriodDate. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, Purchaser severally and not jointly with the other Purchasers, Purchasers covenants that neither it, it nor any Affiliate affiliates acting on its behalf or pursuant to any understanding with it, it will execute any Short Sales during the period commencing with after the Discussion Time until and ending on the earlier of (ai) September __, 2006 and (ii) the effective date of a registration statement registering all of the Shares and Warrant Shares and (b) the one year anniversary of the date hereof (the “Restriction Period”)Effective Date. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, such Purchaser will maintain maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the information included in Commission currently takes the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby position that it will not engage in Short Sales in the securities coverage of short sales of shares of the Company after Common Stock "against the Restriction Periodbox" prior to the Effective Date of the Registration Statement with the Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during the period commencing with the Discussion Time until the earlier of (a) the effective execution date of a registration statement registering all of this Agreement by Purchaser and ending at such time the Shares and Warrant Shares and (b) the one year anniversary of the date hereof (the “Restriction Period”)transactions contemplated by this Agreement are first publicly announced as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction Periodtime that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during the period commencing with at the Discussion Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6 and will not establish any net short position thereafter until the earlier of (a) the effective date of a registration statement registering all of the Shares and Warrant Shares and (b) at least the one year anniversary of the date hereof (the “Restriction Period”)Effective Date. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.44.6, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding Each Purchaser severally and not jointly with any other Purchaser, acknowledges the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities positions of the Company after Commission as set forth in Item 65, Section A, of the Restriction PeriodManual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, Purchaser severally and not jointly with the other Purchasers, Purchasers covenants that neither it, it nor any Affiliate acting on its behalf or pursuant to any understanding with it, it will execute any Short Sales during the period commencing with at the Discussion Time until and ending at the earlier time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6 of (a) the effective date of a registration statement registering all of the Shares and Warrant Shares and (b) the one year anniversary of the date hereof (the “Restriction Period”)this Agreement. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.44.6 of this Agreement, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedulestransaction). Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction Periodtime that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6 of this Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, it nor any Affiliate Affiliates acting on its behalf or pursuant to any understanding with it, it will execute any Short Sales during the period commencing with at the Discussion Time until and ending at the earlier of (a) time that the effective date of a registration statement registering all of the Shares and Warrant Shares and (b) the one year anniversary of the date hereof (the “Restriction Period”)transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.44.6, such Purchaser will maintain maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedulestransaction). Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction Periodtime that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, Purchaser severally and not jointly with the other Purchasers, Purchasers covenants that neither it, it nor any Affiliate affiliates acting on its behalf or pursuant to any understanding with it, it will execute any Short Sales during the period commencing with after the Discussion Time until and ending on the earlier of (a) the effective date of a registration statement registering all of Effectiveness Date (as defined in the Shares and Warrant Shares Registration Rights Agreement) and (b) the one year anniversary date that an Event of Default occurs under the date hereof Debentures (the “"Restriction Period”Date"). Each Purchaser, Purchaser severally and not jointly with the other Purchasers, Purchasers covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.44.6, such Purchaser will maintain maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the information included Commission currently takes the position that coverage of short sales of shares of the Common Stock "against the box" prior to the Effective Date of the Registration Statement with the Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Transaction Documents and Manual of Publicly Available Telephone Interpretations, dated August 1997, compiled by the Disclosure SchedulesOffice of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction PeriodDate. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Purchaser, Purchaser severally and not jointly with the other Purchasers, Purchasers covenants that neither it, it nor any Affiliate Affiliates acting on its behalf or pursuant to any understanding with it, it will execute any Short Sales during the period commencing with after the Discussion Time until time such Purchaser and Roth Capital Partners, LLC started discussing the earlier of (a) transactions conxxxxlated in this Agreement and ending at the effective date of a registration statement registering all of time that the Shares and Warrant Shares and (b) the one year anniversary of the date hereof (the “Restriction Period”)transactions contemplated by this Agreement are first publicly announced as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, such Purchaser will maintain maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedulestransaction). Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the Restriction Periodtime that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.