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

Short Sales and Confidentiality After The Date Hereof. Each Investor severally and not jointly with the other Investors covenants that neither it nor any affiliates acting on its behalf or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") during the period after such calendar day when the Investor was first contacted by anyone regarding an investment in the Company ("Discussion Time") and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3. Each Investor, severally and not jointly with the other Investors, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.3, such Investor will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Investor understands and acknowledges, severally and not jointly with any other Investor, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Investor makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws. Notwithstanding the foregoing, in the case of a Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor'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 Investor Purchaser, severally and not jointly with the other Investors Purchasers, covenants that neither it it, nor any affiliates Affiliate acting on its behalf or pursuant to any understanding with it it, will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when commencing with the Investor was first contacted by anyone regarding an investment in Discussion Time until the Company earlier of ("Discussion Time"a) the effective date of a registration statement registering all of the Shares and ending at Warrant Shares and (b) the time that one year anniversary of the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3date hereof (the “Restriction Period”). Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.4, such Investor 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). Each Investor understands transaction and acknowledges, severally the information included in the Transaction Documents and not jointly with any other Investor, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation FinanceDisclosure Schedules. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities lawsRestriction Period. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's 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 Investor's 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 Investor Purchaser severally and not jointly with the other Investors Purchasers covenants that neither it nor any affiliates Affiliates acting on its behalf or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after the time such calendar day when Purchaser and Roth Capital Partners, LLC started discussing the Investor was first contacted by anyone regarding an investment transactions conxxxxlated in the Company ("Discussion Time") this Agreement and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.34.4. Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.4, such Investor Purchaser will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Investor understands and acknowledges, severally and not jointly with any other Investor, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws4.4. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser'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 Investor Purchaser, severally and not jointly with the other Investors Purchasers, covenants that neither it it, nor any affiliates Affiliate acting on its behalf or pursuant to any understanding with it it, will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when commencing at the Investor was first contacted by anyone regarding an investment in the Company ("Discussion Time") Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.34.6 and will not establish any net short position thereafter until at least the one year anniversary of the Effective Date. Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.6, such Investor 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 and the information included in the Disclosure Schedules. Each Investor understands and acknowledges, Purchaser severally and not jointly with any other InvestorPurchaser, that acknowledges the positions of the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Investor makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's 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 Investor's 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 Investor Purchaser, severally and not jointly with the other Investors Purchasers, covenants that neither it nor any affiliates Affiliate acting on its behalf or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 purchase or sale of the Exchange Act ("Common Stock, including Short Sales") , during the period after such calendar day when commencing with the Investor was first contacted by anyone regarding an investment in the Company ("Discussion Time") Time and ending at the such time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.34.2. Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.2, such Investor 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). Each Investor understands transaction and acknowledges, severally and not jointly with any other Investor, that the Commission currently takes information included in 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation FinanceDisclosure Schedules. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws4.2. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's 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 Investor's 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 Shares covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Investor Purchaser, severally and not jointly with the other Investors Purchasers, covenants that neither it it, nor any affiliates Affiliate acting on its behalf or pursuant to any understanding with it it, will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when commencing with the Investor was first contacted by anyone regarding an investment in the Company ("Discussion Time") Time and ending at the such time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.34.5. Each InvestorSubject to the last sentence of Section 4.5, each Purchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.5, such Investor 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). Each Investor understands transaction and acknowledges, severally the information included in the Transaction Documents and not jointly with any other Investor, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation FinanceDisclosure Schedules. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws4.5. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's 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 Investor's 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 Shares covered by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Investor Purchaser, severally and not jointly with the other Investors Purchasers, covenants that neither it it, nor any affiliates Affiliate acting on its behalf or pursuant to any understanding with it it, will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when commencing with the Investor was first contacted execution date of this Agreement by anyone regarding an investment in the Company ("Discussion Time") Purchaser and ending at the such time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.34.4. Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.4, such Investor 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). Each Investor understands transaction and acknowledges, severally the information included in the Transaction Documents and not jointly with any other Investor, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation FinanceDisclosure Schedules. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws4.4. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's 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 Investor's 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 Investor Purchaser, severally and not jointly with the other Investors Purchasers, covenants that neither it it, nor any affiliates Affiliate acting on its behalf or pursuant to any understanding with it it, will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when commencing with the Investor was first contacted by anyone regarding an investment in Discussion Time until the Company earlier of ("Discussion Time"a) the Effective Date and ending at (b) the time that 4 month anniversary of the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3date hereof (the “Restriction Period”). Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.4, such Investor 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). Each Investor understands transaction and acknowledges, severally the information included in the Transaction Documents and not jointly with any other Investor, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation FinanceDisclosure Schedules. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities lawsRestriction Period. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's 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 Investor's 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 Investor Purchaser severally and not jointly with the other Investors Purchasers covenants that neither it nor any affiliates acting on its behalf or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when the Investor was first contacted by anyone regarding an investment Discussion Time and ending on the earlier of (a) the Effectiveness Date (as defined in the Company ("Discussion Time"Registration Rights Agreement) and ending at (b) the time date that an Event of Default occurs under the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3Debentures (the "Restriction Date"). Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.7, such Investor Purchaser will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Investor Purchaser understands and acknowledges, severally and not jointly with any other InvestorPurchaser, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities lawsRestriction Date. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser'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 Investor Purchaser severally and not jointly with the other Investors Purchasers covenants that neither it nor any affiliates acting on its behalf or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when the Investor was first contacted by anyone regarding an investment Discussion Time and ending on the earlier of (a) the Effectiveness Date (as defined in the Company ("Discussion Time"Registration Rights Agreement) and ending at (b) the time date that an Event of Default occurs under the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3Debentures (the "Restriction Date"). Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.6, such Investor Purchaser will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Investor Purchaser understands and acknowledges, severally and not jointly with any other InvestorPurchaser, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities lawsRestriction Date. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser'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 Investor Purchaser, severally and not jointly with the other Investors Purchasers, covenants that neither it nor any affiliates Person acting on its behalf or pursuant to any understanding with it will (a) execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when commencing at the Investor was first contacted by anyone regarding an investment in the Company ("Discussion Time") Time and ending three months after Closing Date or (b) execute any Net Short Sales at any time the time that the transactions contemplated by this Agreement Notes are first publicly announced as described in Section 6.3outstanding. Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.6, such Investor 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). Each Investor understands transaction and acknowledges, severally and not jointly with any other Investor, that the Commission currently takes information included in 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation FinanceDisclosure Schedules. Notwithstanding the foregoing, except as otherwise set forth herein no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws4.6. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser's assets and the portfolio managers have no direct knowledge of or discussion regarding the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser's assetsassets relative to the Company, 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 Investor Purchaser severally and not jointly with the other Investors Purchasers covenants that neither it nor any affiliates acting on its behalf or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when the Investor was first contacted by anyone regarding an investment in the Company ("Discussion Time") Time and ending at on the time that earlier of (i) September __, 2006 and (ii) the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3Effective Date. Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.4, such Investor Purchaser will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Investor Purchaser understands and acknowledges, severally and not jointly with any other InvestorPurchaser, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Investor makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser'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 Investor Purchaser severally and not jointly with the other Investors Purchasers covenants that neither it nor any affiliates Affiliate acting on its behalf or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when commencing at the Investor was first contacted by anyone regarding an investment in the Company ("Discussion Time") Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.34.6 of this Agreement. Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.6 of this Agreement, such Investor 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). Each Investor understands and acknowledges, severally and not jointly with any other Investor, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws4.6 of this Agreement. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser'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 Investor severally and not jointly with Prior to the other Investors covenants that neither it nor any affiliates acting on its behalf earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 of (iii) the Exchange Act ("Short Sales") during the period after such calendar day when the Investor was first contacted by anyone regarding an investment in the Company ("Discussion Time") and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3. Each InvestorRequired Effectiveness Date, each Purchaser, severally and not jointly with the other InvestorsPurchasers, covenants that it shall not, and shall cause its Affiliates not to, engage, directly or indirectly, in (a) a Prohibited Transaction nor (b) any sale, assignment, pledge, hypothecation, put, call, or other transfer of any of the shares of Common Stock, warrants or other securities of the issuer acquired hereunder. 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 6.34.4, such Investor 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). Each Investor Purchaser understands and acknowledges, severally and not jointly with any other InvestorPurchaser, that the 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 Shares 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, no Investor makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's 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 Investor's Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager managers that made have knowledge about the investment decision to purchase the Securities covered financing transaction contemplated by this Agreement.

Short Sales and Confidentiality After The Date Hereof. Each Investor Purchaser severally and not jointly with the other Investors Purchasers covenants that neither it nor any affiliates Affiliates acting on its behalf or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after the time such calendar day when the Investor was first contacted by anyone regarding an investment in Purchaser and Xxxx Capital and/or the Company ("Discussion Time") started discussing the transactions contemplated in this Agreement and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.34.5. Each InvestorPurchaser, severally and not jointly with the other InvestorsPurchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.5, such Investor Purchaser will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Investor understands and acknowledges, severally and not jointly with any other Investor, that the 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 Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities laws4.5. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's 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 Investor's 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 Investor Purchaser severally and not jointly with the other Investors Purchasers covenants that neither it nor any affiliates acting on its behalf or pursuant to any understanding with it will execute any short sales as defined in Rule 3b-3 of the Exchange Act ("Short Sales") Sales during the period after such calendar day when the Investor was first contacted by anyone regarding an investment Discussion Time and ending on the earlier of (a) the Effectiveness Date (as defined in the Company ("Discussion Time"Registration Rights Agreement) and ending at (b) the time date that an Event of Default occurs under the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3Debentures (the "Restriction Date"). Each Investor, Purchaser severally and not jointly with the other Investors, Purchasers covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 6.34.6, such Investor Purchaser will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Investor Purchaser understands and acknowledges, severally and not jointly with any other InvestorPurchaser, that the 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 Manual of Publicly Available Telephone Interpretations, dated July August 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Investor Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 6.3, provided that all such transactions will comply with all applicable securities lawsRestriction Date. Notwithstanding the foregoing, in the case of a Investor Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser'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.