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

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004, the Company shall file 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 form of this Agreement as an exhibit to such filing (including all attachments, the "8-K FILING"). The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwise; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.5:30 p.m., New York City Timetime, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms fourth Business Day after the date of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004this Agreement, the Company shall file with the SEC a Current Report current report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 ActExchange Act and attaching all the material Transaction Documents (including, required exhibits, the “Current Report”). From and after the filing of the Current Report and the Annual Report on Form 10-K for the fiscal year ending December 31, 2022, which shall be filed on or before March 31, 2023, subject to any applicable grace periods provided by Rule 12b-25, the Company shall have publicly disclosed all material, nonpublic information provided to any of the Buyers 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. In addition, effective upon the filing of the Current Report and the Annual Report on Form 10-K for the fiscal year ending December 31, 2022, the Company acknowledges and agrees that all Draft 10-K Information, and attaching any other information that may be considered material, non-public information provided to the form Investor pursuant to the Yorkville NDA, shall be considered to have been disclosed to third parties by the Company without any obligation of this Agreement confidentiality restrictions similar to those contained in the Yorkville NDA, and all such information shall ceased to be deemed “confidential Information” as an exhibit such term is used in the Yorkville NDA, and the Yorkville NDA, and other confidentiality or similar obligations with respect to such filing (including all attachmentsthe transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the "8-K FILING")Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the date hereof without first sentence of this Section without obtaining the express prior written consent of such Buyer (which may be granted or withheld in such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwise; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release's sole discretion).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Timetime, on November 12July 28, 20042008, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On and, on or before 8:30 a.m., New York City Timetime, on November 12July 29, 20042008, the Company shall file 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, the form of this Agreement Registration Rights Agreement, the Form of Guarantee and the form of Note) as an exhibit exhibits to such filing (including all attachments, the "“8-K FILING"Filing”). The Company shall file a copy of the Security Documents on a subsequent Form 8-K no later than four (4) Business Days after the execution of such Security Documents. From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the prior express written consent of such Buyer. In the event of If a breach of the foregoing covenant by the Company, any SubsidiaryBuyer has, or its each of respective officersbelieves it has, directors, employees and agents, in addition to received any other remedy provided herein or in the Transaction Documents, 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 regarding the prior approval by the Company, its Subsidiaries, Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees affiliates or agents, it may provide the Company with written notice thereof. No Buyer In the event of the disclosure of any material nonpublic information, the Company shall have any liability to comply with its obligations under Regulation FD promulgated under the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure1933 Act and the 1934 Act. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 9:30 a.m., New York City Timetime, (but in no event prior to 9:15 a.m., New York time) on November 12, 2004the 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 herebyby the Transaction Documents. On or before 8:30 9:30 a.m., New York City Timetime, (but in no event prior to 9:15 a.m., New York time) on November 12, 2004the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement as an exhibit to such filing Warrants and the form of the Registration Rights Agreement) (including all attachments, the "“8-K FILING"Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide 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 press release referred to in the first sentence of this Section Press Release without the express prior written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, a 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. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m.the filing the 6-K Filing pursuant to Section 4(i) of the Preferred SPA, New York City Time, on which shall take place no later than November 124, 2004,, the Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement and by the Transaction Documents documents relating to the redemption and exchange of the Investor's Initial Notes and exchange of the Investor's Purchase Rights on the Closing Date 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), and the form of this Agreement the Replacement Warrants) as an exhibit exhibits to such filing (including all attachments, the "86-K FILINGFiling", and the description and attachments, the "6-K Materials"). The 6-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 6-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 its respective officers, directors, employees or agents, that is not disclosed in the 6-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 6-K Filing with the first sentence of this Section SEC without the express written consent of such Buyerthe Investor. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer 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 the 6-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer Provided that the disclosure is made in good faith and reflects material nonpublic information received by the Investor from the Company, the Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without with the prior approval of any Buyerthe Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by (or reasonably determined by the Company to be required by) applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the 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 by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this the Notes, the Registration Rights Agreement and the Security Documents) as an exhibit exhibits to such filing (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing with the SEC, without its consent, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of If a breach of the foregoing covenant by the Company, any SubsidiaryBuyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its each Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) trading days of respective officersreceipt of such notice, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, disclosure 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations. Without the prior written consent of any applicable Buyer, including neither the applicable rules and regulations Company nor any of its Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise., unless such disclosure is required by law, regulation or the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with Market. As used herein, “Business Day” means any such press release day other than Saturday, Sunday or other public disclosure prior day on which commercial banks in The City of New York are authorized or required by law to its release)remain closed.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 8:00 a.m., New York City Timetime, on November 12the first Business Day following the date of this Agreement, 2004, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004, the Company shall and promptly thereafter file 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, as well as disclosing such other information as the Company and the Subscribers may reasonably agree, and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of this Agreement Warrant and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing with the SEC, no Subscriber shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer Subscriber with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such BuyerSubscriber. In the event of If a breach of the foregoing covenant by the Company, any SubsidiarySubscriber has, or believes it has, received any such material, nonpublic information regarding the Company or any of its each Subsidiaries from such Persons, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of respective officersreceipt of such notice, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, disclosure of such material, nonpublic information, to the extent such information without is both material and nonpublic. “Trading Day” means any day on which the prior approval by 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 that “Trading Day” shall not include any day on which the 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 trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time). Neither the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company Subsidiaries nor any Buyer Subscriber shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerSubscriber, 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 and regulations. Without the prior written consent of any applicable Subscriber, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Subscriber in any filing, announcement, release or otherwise other than in connection with any the Registration 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 press release disclosure is required by law, regulation or other public disclosure prior to its release)the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Timetime, on November 12, 2004the 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 herebyby the Transaction Documents. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement as an exhibit to such filing Notes, the form of the Warrants and the form of the Registration Rights Agreement) (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide 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 press release referred to in the first sentence of this Section Press Release without the express prior written consent of such Buyer. 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 Subsidiaryof its Subsidiaries, or any of its each of 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, a 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. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of 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 Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on Contemporaneous with or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable prior to the Buyers disclosing all material terms earlier of (i) the Company's first public announcement of the transactions contemplated hereby. On or before 8:30 a.m., hereby and (ii) 8:00 a.m. (New York City Time, time) on November 12, 2004the second (2nd) Business Day following the Initial Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 8-K this Agreement (including the schedules hereto, other than the lists of Real Property and Real Property Leases included in Schedule 3(bb)), the Form of Initial Note, the Form of Additional Note, the Registration Rights Agreement, the Form of Warrant, the Form of Security Agreement, the Form of Guaranty and the Form of Mortgage, in the form required by the 1934 Act, and attaching Act (the form "ANNOUNCING FORM 8-K"). Unless required by law or a rule of this Agreement as an exhibit to such filing (including all attachmentsthe Principal Market, the "Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Initial Closing. No later than 8:00 a.m. (New York City time) on the first (1st) Business Day following each Additional Sale Election Notice Date and each Additional Closing Date, the Company shall file a Form 8-K FILING")with the SEC describing the terms of the transactions proposed or consummated in connection with such Additional Sale Election Notice Date or Additional Closing Date. From and after the filing of the Announcing Form 8-K with the SEC, no Buyer shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents. The Company 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 any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in Announcing Form 8-K with the first sentence of this Section SEC without the express prior written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosuredisclosure twenty-four (24) hours after notifying the Company in writing of its intention to do so, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose or disclosing the name of any Buyer in any filing, announcement, release or otherwiseBuyer; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:30 a.m., New York City Timetime, on November 12the first Business Day following the date of this Agreement, 2004, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all of the material terms of the transactions contemplated herebyTransactions Documents. On or before 8:30 a.m.5:30 p.m., New York City Timetime, on November 12, 2004the 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 by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement Certificate of Designations and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the "Initial 8-K FILINGFiling"). 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, the "8-K Filings"). From and after the filing of the Initial 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in Initial 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In Buyer or as may be required under the event of a breach terms of the foregoing covenant by Transaction Documents. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company, Company or any of its Subsidiaries from the Company or any Subsidiary, or its each of respective officers, directors, employees and agentsit may provide the Company with written notice thereof. If the Company agrees, in addition to any other remedy provided herein or its reasonable determination, that such information is material and nonpublic, the Company shall, within five (5) Trading Days (as defined in the Transaction DocumentsCertificate of Designations) of receipt of such notice, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, disclosure 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market (except to the extent that such names appear in this Agreement or the other Transaction Documents or the Registration Statement required to be filed with the SEC).

Disclosure of Transactions and Other Material Information. The Company shall, on Contemporaneous with or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable prior to the Buyers disclosing all material terms earlier of (i) the Company’s first public announcement of the transactions contemplated hereby. On or before 8:30 a.m., hereby and (ii) 8:00 a.m. (New York City Time, time) on November 12, 2004the second (2nd) Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 8-K this Agreement (including the schedules hereto) and the Registration Rights Agreement, in the form required by the 1934 ActAct (the “Announcing Form 8-K”). The Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Closing. The Company represents and warrants that, from and attaching after the form filing of this Agreement as an exhibit to such filing (including all attachments, the "Announcing Form 8-K FILING")with the SEC, no Investor shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents. The Company 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 any Buyer Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in Announcing Form 8-K with the first sentence of this Section SEC without the express prior written consent of such BuyerInvestor. In the event of a breach of the foregoing covenant covenant, which breach continues for five (5) Business Days, by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer 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, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer Investor shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose or disclosing the name of any Buyer in any filing, announcement, release or otherwiseInvestor; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith or subsequent thereto and (ii) as is required by applicable law and regulations, including the applicable rules and regulations Requirements of the Principal Market Law (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act, Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Reaffirmation Agreement and the form of this Agreement as an exhibit to such filing the December Amendment Notes) (including all attachments, the "8-K FILINGFiling"). From and after 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 its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such Buyermaterial, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the December Amendment Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer 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. No Buyer The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer 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, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 8:00 a.m., New York City Timetime, on November 12the first Business Day following the date of this Agreement, 2004, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004, the Company shall and file 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, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement the Notes, the form of Warrant and the form of Security Agreement) as an exhibit exhibits to such filing (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004the first Trading Day following the date hereof, the Company shall file 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 this each of the Notes, the form of Warrant, the Amended and Restated Pledge Agreement, the Amended and Restated Securities Account Control Agreement, the Cash Collateral Account Control Agreement and the Registration Rights Agreement) as an exhibit exhibits to such filing Form 8-K (including all attachments, the "“8-K FILING"Filing”). The From and after the filing of the 8-K Filing with the SEC, unless required pursuant to Section 3(i) of the Registration Rights Agreement, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. Unless required pursuant to Section 3(i) of the Registration Rights 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 any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer the Buyers shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:00 a.m., New York City Timetime, on November 12the first Business Day following the date of this Agreement, 2004, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of announcing the transactions contemplated hereby. On by the Transaction Documents and on or before 8:30 a.m.5:00 p.m., New York City Time, time on November 12, 2004, 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 by the Transaction Documents in the form required by the 1934 Exchange Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) the form of this Agreement the Note, the form of the Warrant and the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the "“8-K FILING"Filing”). The Company acknowledges, agrees and represents that from and after the date of the press release and 8-K Filing, to the best of its knowledge, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the press release and 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing date of the press release referred to in the first sentence of this Section and 8-K Filing without the express written consent of such BuyerPurchaser. From and after the deadlines specified above, if a Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Business Days of receipt of such notice, make public disclosure of such material, nonpublic information. 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 Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer 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. No Buyer Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the fourth Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of this the Notes, the form the Registration Rights Agreement and the form of Security Documents as an exhibit exhibits to such filing (including all attachments, the "8-K FILINGFiling"). The From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. After the filing of the 8-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 any 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 a Cleansing Filing with the press release referred to SEC, no Buyer that delivered an MNPI Notice shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the first sentence Cleansing Filing. If a Buyer has elected not to receive material, nonpublic information and if a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of this Section without its Subsidiaries, it shall provide the express Company with written consent notice thereof. The Company shall, within two (2) Trading Days (as defined in the Notes) of receipt of such Buyernotice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise unless required by applicable law, rules or regulation.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement Warrant, and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the "8-K FILINGFiling"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such BuyerBuyer or as may be required under the terms of the Transaction Documents. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within five (5) Business Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. 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 Timetime, on November 12the date of this Agreement, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement as an exhibit to such filing the Notes and the form of Warrants) (including all attachments, the "“Initial 8-K FILING"Filing”). 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, the “8-K Filings”). From and after the filing of the Initial 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section Initial 8-K Filing without the express prior written consent of such Buyer. 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 Subsidiaryof its Subsidiaries, or any of its each of 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, a 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. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (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 Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004the third (3rd) 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 by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement Note, the form of Certificate of Designations, the form of Warrant and the Registration Rights Agreement) (including all attachments, the “Initial 8-K Filing”). On or before 8:30 a.m., New York time, on the third (3rd) Business Day following the Additional Closing Date, the Company shall file a Current Report on Form 8-K describing the Additional Closing and disclosing any previously undisclosed material, nonpublic information in the form required by the 1934 Act and attaching any material transaction documents not previously filed as an exhibit exhibits to such filing (including all attachments, the "“Final 8-K FILING"Filing”, and collectively with the Initial 8-K Filing, the “8-K Filings”). From and after the filing with the SEC of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Form 10-K”) and as to the Guardian Information, on or after such information is made public, which shall occur by no later than May 15, 2006, the Company shall have disclosed any material nonpublic information delivered to the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 2005 Form 10-K with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 or the 2005 Form 10-K and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries shall disclose the name of any Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004the 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 by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all Schedules to this Agreement), the form of this Agreement as an exhibit to such filing Notes, the forms of Warrants and the Registration Rights Agreement) (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing with the SEC, the Company represents and acknowledges that the Buyer shall not be in possession of any material, nonpublic information received from the Company or any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders, representatives or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees employees, stockholders, representatives and agents, not to, provide any the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express prior written consent of such the Buyer. In the event of a breach of the foregoing covenant by the Company, Company or any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees employees, stockholders, representatives and agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Buyer the Buyer, upon five (5) business days’ notice to the Company, 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, Company or its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees, shareholders stockholders, representatives or agents agents. The Buyer shall not have any liability to the Company or its Subsidiaries or any of its or their respective officers, directors, employees, stockholders, representatives or agents, for any such disclosure. Subject to the foregoing, neither none of the Company nor Company, any of its Subsidiaries or the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any the 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 and regulationsregulations (provided, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each the 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 Buyer, the Company shall not disclose the name of the Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.5:30 p.m., New York City Timetime, on November 12, 2004, issue a press release reasonably acceptable the second Business Day following the date hereof and the date of any material amendment to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004set forth in this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by Agreement in compliance with applicable SEC regulations (including all attachments, the Transaction Documents “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 ActAct (such filings, and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the "“Closing 8-K FILING"Filings” and, collectively with the 8-K Filing, the “8-K Filings” and each an “8-K Filing”). From and after the filing of each 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filings. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of each 8-K Filing with the press release referred to in the first sentence of this Section SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer Dolphin shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and provided that in any case the Company shall not disclose the identity of any Buyer without such Buyer’s express written consent unless required by applicable law and regulations).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., 8:00 a.m. New York City Timetime, on November 12the date of this Agreement, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement as an exhibit to such filing the Notes and the form of the Warrants) (including all attachments, the "“Initial 8-K FILING"Filing”). The Company shall, on or before 8:00 a.m., New York time, on the first (1st) Business Day immediately following each Additional Closing Date, (x) issue a press release reasonably acceptable to the Buyers disclosing the occurrence of such Additional Closing and (y) file a Current Report on Form 8-K disclosing the occurrence of such Additional Closing in the form required by the 1934 Act (each, an “Additional 8-K Filing” and collectively with the Initial 8-K Filing, the “8-K Filings”). From and after the filing of the Initial 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section Initial 8-K Filing without the express prior written consent of such Buyer. 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 Subsidiaryof its Subsidiaries, or any of its each of 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, a 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. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (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 Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m.11.59 p.m.., New York City Time, on November 12December 14, 20042005, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004the first business day following the execution and delivery of this Agreement, the Company shall file 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 form forms of this Agreement Warrants as an exhibit exhibits to such filing (including all attachments, the "8-K FILINGFiling"). The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a 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 information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Such Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwiseotherwise without such Buyer’s consent; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004the second Business Day after the date of this Agreement, issue a press release (the "Press Release") reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004the first Business Day following the Closing Date, the Company shall file 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 this Warrant, the Security Documents, the form of Escrow Agreement, the form of Control Account Agreement and the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the "8-K FILINGFiling"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with in respect to of the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer and other than as required by applicable law, neither the Company, its Subsidiaries or anyone acting on their behalf shall disclose the name of any Buyer in any filing, amendment or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, shall (i) on or before 8:30 a.m., a.m. New York City Timetime on the date of this Agreement, if this Agreement is executed and delivered prior thereto, and (ii) on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., a.m. New York City Timetime on the first (1st) Business Day after the date of this Agreement, on November 12if this Agreement is executed and delivered after 8:30 a.m New York time, 2004, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Indenture, the Supplemental Indenture, the form of this Agreement as an exhibit to such filing the Notes, the form of the Warrants, the form of the Security Documents and the form of the Guaranties) (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section 8-K Filing without the express prior written consent of such Buyer. The Company understands and confirms that each Buyer 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 Buyer: (i) such Buyer does not have any obligation of confidentiality with respect to any information that the Company provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer engages in 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 while in possession of such material non-public information. 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 Subsidiaryof its Subsidiaries, or any of its each of 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, a 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. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:30 a.m., New York City Timetime, on November 12the fourth (4th) Business Day (as used herein “Business Day” means any day other than a Saturday, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On Sunday or before 8:30 a.m.other day on which commercial banks in New York, New York City Time, on November 12, 2004are authorized or required by law to remain closed) after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching all the form of material Transaction Documents (including, without limitation, this Agreement as an exhibit to such filing (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers 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. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section without the express written consent of date hereof except pursuant a specific request by such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwise; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 9:00 a.m., New York City Time, on November 12, 2004the first business day following the date of this Agreement, issue a press release reasonably acceptable to (the Buyers “Press Release”) disclosing all material terms the sale of the transactions contemplated herebyShares, but not disclosing the identity of any of the Purchasers. On or before 8:30 a.m.5:00 p.m., New York City Time, on November 12, 2004the fourth business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing disclosing the terms sale of the transactions contemplated by Shares (including, without limitation, this Agreement and all schedules and exhibits to this Agreement), as exhibits to such filing. From and after the Transaction Documents issuance of the Press Release, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the form required by Press Release. Except as expressly provided in the 1934 Act, and attaching the form of this Agreement as an exhibit to such filing (including all attachmentsforegoing sentence, the "8-K FILING"). The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section Press Release without the express written consent of such BuyerPurchaser. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of its respective officers, directors, employees and agents, in addition to any other remedy provided herein or in available to the Transaction DocumentsPurchasers, a Buyer 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; provided, that the Purchaser shall give to the Company notice at least twenty four (24) hours prior to making any such disclosure and allow the Company the option of making such public disclosure during such twenty four (24) hour period. No Buyer Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwise; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.8:30a.m., New York City Timetime, on November 12the date hereof, 2004, the Company shall issue a press release reasonably acceptable to describing the Buyers disclosing all material terms of the transactions transaction contemplated herebyby the Transaction Documents. On or before 8:30 a.m., New York City Timetime, on November 12January 27, 20042014, the Company shall file 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, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Notes, the form of the Registration Rights Agreement and the Security Documents as an exhibit exhibits to such filing (including all attachments), the "8-K FILINGFiling"). Effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality and similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and each Buyer or any of its affiliates, on the other hand, shall terminate. From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. To the extent that the Company 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 Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shallOn or before 11:30 a.m., CST time, on or before 8:30 a.m.the first Business Day following the date of this Agreement, New York City Time, on November 12, 2004, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004, the Company shall and file 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, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement the Notes, the form of Warrant and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such BuyerBuyer or as may be required under the terms of the Transaction Documents. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., Prior to 8:00 a.m. (New York City Time, ) on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of second (2nd) Business Day following the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 8-K this Agreement (including the schedules hereto, other than the lists of Leased Real Property and Real Property Leases included in Schedule 3(cc)), the form of Note, the form of Registration Rights Agreement, the form of Warrants, the form of First Amendment, the form of Mortgage Amendment, the form of 2004 Amendment, the forms of Conveyances of Overriding Royalty Interests, the form of March 2005 Note Subordination Agreement and the form of March 2005 Amendment, in the form required by the 1934 Act, and attaching Act (the form of this Agreement as an exhibit to such filing (including all attachments, the "“Announcing Form 8-K FILING"K”). The Company shall not make any public announcement regarding the transactions contemplated hereby on or after the date hereof and prior to the Closing. From and after the Company’s issuance of the Closing Press Release (as defined below), no Buyer shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents. The Company 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 any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in Announcing Form 8-K with the first sentence of this Section SEC without the express prior written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose or disclosing the name of any Buyer in any filing, announcement, release or otherwiseBuyer; provided, however, that (i) prior to 9:00 a.m. (New York Time) on the first (1st) Business Day following the Closing Date, the Company will issue a press release that is widely disseminated announcing the Closing (the “Closing Press Release”) and (ii) the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by 60370812 the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of publicly announcing the transactions contemplated hereby. On or before 8:30 a.m.by the Agreement, and the principal terms thereof, by 8:00 a.m. (New York City Time) on June 2, 2003. The Company shall issue a press release publicly announcing the Closing by 8:00 a.m. (New York Time) on November 12first Business Day following the Closing Date. No later than 8:00 a.m. (New York Time) on June 3, 20042003, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and the scheduled occurrence of the Closing and including as exhibits to such Form 8-K this Agreement (including the schedules hereto), the Form of Note and the Registration Rights Agreement, in the form required by the 1934 Act, and attaching the form of this Agreement as an exhibit to such filing Act (including all attachments, the "ANNOUNCING FORM 8-K"). From and after the filing of the Announcing Form 8-K FILING"). with the SEC, no Buyer shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents that is not disclosed in the Announcing Form 8-K. The Company 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 any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in Announcing Form 8-K with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose or disclosing the name of any Buyer in any filing, announcement, release or otherwiseBuyer; provided, however, that the Company shall be entitled, without the prior approval of any 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 as required pursuant to this Section 4(i) and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching all the form of material Transaction Documents (including, without limitation, this Agreement as an exhibit (and all schedules to such filing this Agreement), the Indenture, the forms of Supplemental Indentures, the forms of the Warrants and the forms of the Notes) (including all attachments, the "“Series A 8-K FILING"Filing”).From and after the filing of the Series A 8-K Filing (but prior to the delivery of a Ser, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers 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. file a Current Report on Form 8-Kthe “Series B 8-K Filing”, and together with the Series A 8-K Filing, the “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 extent not previously included in a filing with the SEC)From and after the filing of Series B 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to 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. Except with respect to the delivery of the Series B Closing Notice in accordance with Section 1(b)(ii). The , the Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section Series A 8-K Filing without the express prior written consent of such Buyer. The Company understands and confirms that each Buyer 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 Buyer: (i) such Buyer does not have any obligation of confidentiality with respect to any information that the Company provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer engages in 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 while in possession of such material non-public information. 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 Subsidiaryof its Subsidiaries, or any of its each of 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, a 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. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. 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 Timetime, on November 12, 2004the first (1st) Trading Day after the date hereof, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated herebyby the Transaction Documents. On or before 8:30 9:30 a.m. (but in no event prior to 9:15 a.m.), New York City Timetime, on November 12, 2004the first (1st) Trading Day after the date hereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of this Agreement as an exhibit to such filing Warrants) (including all attachments, the "“8-K FILING"Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide 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 press release referred to in the first sentence of this Section Press Release without the express prior written consent of such Buyer. 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 Subsidiaryof its Subsidiaries, or any of its each of 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, a 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. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). 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 applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and Affiliates to not) disclose the name of such Buyer in any announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004the second 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 by the Transaction Documents and the Acquisitions in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement Notes and the Registration Rights Agreement) and the material transaction documents relating to the Acquisitions as an exhibit exhibits to such filing (including all attachments, the "INITIAL 8-K FILING"). On or before 8:30 a.m., New York City Time, on the second 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, the "8-K FILINGS"). From and after the filing of the Initial 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in Initial 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. To the extent that the Company gives notice to the Buyer that a portion of a Registration Statement (as defined in the Registration Rights Agreement) or any information contemplated by Section 3(i) of the Registration Rights Agreement contains material, nonpublic information and, if Buyer thereafter elects not to receive such information, notwithstanding anything to the contrary contained in Section 3(c) or 3(i) of the Registration Rights Agreement, the Company shall not be deemed to be in violation of Section 3(c) of the Registration Rights Agreement by its failure to deliver those portions of the Registration Statement to the Buyer for their review and comment or, to be in violation of Section 3(i) of the Registration Rights Agreement by not providing access to such material non-public information. In the event of a breach of the foregoing covenant by the Company, or any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filinghereby; PROVIDED, announcement, release or otherwise; provided, howeverHOWEVER, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:30 a.m., New York City Timetime, on November 12the first Business Day following the date of this Agreement, 2004, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all of the material terms of the transactions contemplated herebyTransactions Documents. On or before 8:30 a.m.5:30 p.m., New York City Timetime, on November 12, 2004the 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 by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of this Agreement Certificate of Designations and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the "“Initial 8-K FILING"Filing”). 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, the “8-K Filings”). From and after the filing of the Initial 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in Initial 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In Buyer or as may be required under the event of a breach terms of the foregoing covenant by Transaction Documents. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company, Company or any of its Subsidiaries from the Company or any Subsidiary, or its each of respective officers, directors, employees and agentsit may provide the Company with written notice thereof. If the Company agrees, in addition to any other remedy provided herein or its reasonable determination, that such information is material and nonpublic, the Company shall, within five (5) Trading Days (as defined in the Transaction DocumentsCertificate of Designations) of receipt of such notice, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, disclosure 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market (except to the extent that such names appear in this Agreement or the other Transaction Documents or the Registration Statement required to be filed with the SEC).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004the second Business Day following execution of this Agreement, the Company shall file 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, the Registration Rights Agreement, the Certificate and the form of this Agreement Warrant) as an exhibit exhibits to such filing (including all attachments, the "8-K FILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information in regards to the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, any of its or its each of their respective officers, directors, employees and agents, or any of the Buyers, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such materialmaterial nonpublic information; provided, nonpublic however, that such Buyer shall give the Company notice of the information without the it plans to disclose prior approval by the Company, its Subsidiaries, or to any of its or their respective officers, directors, employees or agentsdisclosure thereof. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filinghereby; PROVIDED, announcement, release or otherwise; provided, howeverHOWEVER, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal an Eligible Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on November 12the first (1st) Business Day after the date hereof, 2004, (i) the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004, the Company shall and (ii) file 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, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of this the Warrants, the form of Notes, the Security Documents and the form of the Registration Rights Agreement as an exhibit exhibits to such filing (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, 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 any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section date hereof without the express prior written consent of such Buyer. In the event of If a breach of the foregoing covenant by the Company, any SubsidiaryBuyer has, or its each of respective officersbelieves it has, directors, employees and agents, in addition to received any other remedy provided herein or in the Transaction Documents, 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 regarding the prior approval by the Company, its Subsidiaries, Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof. No The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. To the extent that the Company 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 liability duty of confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees, shareholders affiliates or agents for with respect to, or a duty not to trade on the basis of, such material, non-public information or any other obligation with respect to such disclosureinformation. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004the second Trading Day following the date of this Agreement (but in no event later than the public announcement of the 2003 Earnings), the Company shall file 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 this each of the Notes, the form of each of the Warrants, the Registration Rights Agreement and the Voting Agreement) as an exhibit exhibits to such filing Form 8-K (including all attachments, the "“Initial 8-K FILING"Filing”). The 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, the “8-K Filings”). As of the Initial 8-K Filing with the SEC and the public announcement of the 2003 Earnings, no Buyer shall 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 the public announcement of the 2003 Earnings. From and after the Initial 8-K Filing with the SEC and the public announcement of the 2003 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 any Buyer with 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 press release referred to in the first sentence of this Section without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.5:00 p.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms fourth Business Day following the date of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004this Agreement, the Company shall file 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, Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of this each of the Notes, the form of Warrant, the Registration Rights Agreement and the Security Documents) as an exhibit exhibits to such filing (including all attachments, the "8-K FILINGFiling"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, stockholders, representatives or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall not cause each any of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or its each any of their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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 their Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither none of the Company nor Company, its Subsidiaries or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall without the Company disclose approval of all of the name of any Buyer in any filing, announcement, release or otherwiseBuyers; provided, however, that the Company shall be entitled, without the prior approval of any 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 or (ii) as is required by the 1934 Act, the 1933 Act or any other applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer the Required Holders 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 any applicable Buyer, the Company shall not disclose the name of any Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the third Business Day following the date of this Agreement (the "Initial 8-K Filing Time"), the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents hereby in 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 form of this Agreement Agreement) as an exhibit exhibits to such filing (including all attachments, the "Initial 8-K FILINGFiling"). From and 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 or any of its respective officers, directors, employees or 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 Time"), the Company shall 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"), 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, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents that is not disclosed in 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 any Buyer the Investors with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyerthe Investors. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer the 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. No Buyer The Investors shall not have any liability to the Company, its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer the Investors shall issue any press releases or any other public statements with in respect to of the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investors, 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer 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 and other than as required by applicable law, including the 1934 Act and the 8-K Filings, neither the Company, its subsidiaries or anyone acting on their behalf shall disclose the name of the Investor in any filing, amendment or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 9:30 a.m., New York City Timetime, on November 12, 2004the first (1st) Business Day after the date of this Amended Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated herebyby the Transaction Documents. On or before 8:30 9:30 a.m., New York City Timetime, on November 12, 2004the first (1st) Business Day after the date of this Amended Agreement, the Company shall file a Current Report of Foreign Issuer on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching all the material Transaction Documents (including, without limitation, this Amended Agreement (and all schedules to this Amended Agreement) and the form of this Agreement as an exhibit to such filing Statement of Designations) (including all attachments, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers 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. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer's sole discretion). In the event of As used herein “Business Day” means any day other than a breach of the foregoing covenant by the CompanySaturday, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwise; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release Sunday or other public disclosure with respect to such transactions (i) day on which commercial banks in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is New York, New York are authorized or required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)remain closed.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:30 a.m., New York City Timetime, on November 12September 21, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 20042015, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 ActSecurities Exchange Act of 1934, as amended and attaching a copy of the form of this Agreement as an exhibit to such filing Current Report on Form 8-K (including all attachments, schedules and exhibits thereto, the "“Amendment 8-K FILING"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”). From and after the filing of each 8-K Filing with the Securities 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 such 8-K Filing. In addition, effective upon the filing of each 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, 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 any Buyer the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section date hereof without the express prior written consent of such Buyerthe Investor. In To the event of a breach of the foregoing covenant by extent that the Company, any Subsidiary, or of its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, Subsidiaries or any of its or their respective officers, directors, affiliates employees or agents. No Buyer agents delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investors shall not have any liability duty of confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employeesaffiliates, shareholders employees or agents for any such disclosure. Subject with respect to, or a duty to the foregoingCompany, neither the Company nor any Buyer shall issue any press releases of its Subsidiaries or any other of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public statements with respect to the transactions contemplated hereby nor shall the information. The Company disclose the name of any Buyer in any filing, announcement, release or otherwise; provided, however, understands and confirms that the Company shall be entitled, without Investor will rely on the prior approval of any Buyer, to make any press release or other public disclosure with respect to such foregoing representations in effecting transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations securities of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)Company.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the first Business Day following the date of this 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 by the Transaction Documents this Agreement in the form required by the 1934 Act, Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of this the Notes (and the schedules thereto); the form of the Warrants; the Lock-Up Agreement and the New Lock-Up Agreements (as an exhibit to such filing defined below)) (including all attachments, the "8-K FILINGFiling"). From and after 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 its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such Buyermaterial, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer 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. No Buyer The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer 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 (other than as is required by applicable law or regulations), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the first Business Day after this Agreement has been executed, the Company shall issue a press release (or press releases) reasonably acceptable to the Buyers and file a one or more Current Report Reports on Form 8-K including with respect to the earnings of the Company, the Investor Presentation and describing the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of this Note, the form of the Warrant, the form of Lock-Up Agreement, the form of Guarantee Agreement and the form of Registration Rights Agreement as an exhibit exhibits to such filing (including all attachmentscollectively, the "“8-K FILING"Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express prior written consent of such Buyer. In To the event of a breach of extent that the foregoing covenant by the CompanyCompany delivers any material, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition non-public information to any other remedy provided herein or in the Transaction Documents, a Buyer shall have without such Buyer’s consent Buyer (or, if such consent is conditioned upon the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, release of such material, nonpublic information without at a specific date, after such specific date), the prior approval by the Company, its SubsidiariesCompany hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or any of its or their respective officersa duty not to trade on the basis of, directorssuch material, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosurenon-public information. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except for the 8-K Filing, the Registration Statement required to be filed pursuant to the Registration Rights Agreement or as otherwise required by law, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of this Agreement the Notes, the form of Warrant, and the form of the Registration Rights Agreement), as an exhibit exhibits to such filing (including all attachments, the "8-K FILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall promptly provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure, except where, as a result of the willful misconduct or gross negligence of such Buyer, any such disclosure contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the first Business Day following the execution of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K (x) including the audited consolidated financial statements of W.E.T. for the fiscal year 2010 (if not previously disclosed) and (y) describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules of this Agreement), the form of this the Certificate of Designations, the form of Warrants and the Lock-Up Agreements, the Subordination Agreement and the Credit Agreement, dated March 30, 2011, by and among, among others, the Company and Amerigon Europe, as an exhibit borrowers and Bank of America, N.A. as administrative agent, swing line lender and L/C issuer (the “Credit Agreement”), as exhibits to such filing (including all attachments, the "“8-K FILING"Filing”). As of immediately following the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the 8-K Filing or in prior filings with the SEC. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenant covenants or any of the covenants contained in Section 4(h) by the Company, any Subsidiaryof its Subsidiaries, or any of its each of 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, a 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. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders 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 deliver 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulationslaw, including regulation or any Eligible Market on which the applicable rules and regulations of the Principal Market Company’s securities are then listed or quoted (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise other than disclosures made as a result of filing this Agreement as an exhibit to the 8-K Filing.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of this the Notes, the form of Warrant, the form the Registration Rights Agreement and the form of Security Documents as an exhibit exhibits to such filing (including all attachments, the "8-K FILINGFiling"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on November 12March 1, 20042007, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004the second 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 by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Registration Rights Agreement and the form of this Agreement as an exhibit to such filing Warrant) (including all attachments, the "“8-K FILING"Filing”). Upon the filing of the 8-K Filing with the SEC, the Company shall have disclosed any material nonpublic information delivered to the Buyers by the Company or any of its Subsidiaries, or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not disclose the identity of any Buyer in any filing with the SEC except as required by the rules and regulations of the SEC thereunder or as otherwise required by law. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall notify the Company, and if the Company does not make public disclosure of such material nonpublic information within two (2) Business Days of such notification, 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 information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 substantially contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-8 K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of this Agreement the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the "8-“8 K FILING"Filing”). From and after the filing of the 8 K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8 K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8 K Filing with the first sentence of this Section SEC without the express written consent of such BuyerBuyer or as may be required under the terms of the Transaction Documents. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Business Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 11:00 a.m., New York City Timetime, on November 12the first Business Day following the date of this Agreement, 2004, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on November 12, 2004, the Company shall and file 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, Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of this Agreement the Notes, the form of Warrant and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the "8-K FILINGFiling"). The Company shall publicly disclose on Form 8-K 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 attach the same as exhibit thereto as promptly as practicable upon receipt of same, but in no event later than June 30, 2007 unless, at such time, the Company has filed a Registration Statement but such Registration Statement has not yet been declared effective by the SEC, in which case, the Company may delay the filing of the Engineering Report 8-K until after such Registration Statement is declared effective, but in no event shall such Engineering Report 8-K be filed after September 30, 2007. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. From and after the deadlines specified above, if a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations. Without the prior written consent of any applicable Buyer, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in connection with any such press filing, announcement, release or other public disclosure prior to its release)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Timetime, on November 12, 2004the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of this the Notes, the form of Warrant and the form the Registration Rights Agreement as an exhibit exhibits to such filing (including all attachments, the "8-K FILINGFiling"). The From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. Unless requested in writing 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 any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in 8-K Filing with the first sentence of this Section SEC without the express written consent of such Buyer. In the event of If a breach of the foregoing covenant by the Company, any SubsidiaryBuyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its each of respective officersSubsidiaries, directorsit shall provide the Company with written notice thereof. The Company shall, employees and agents, in addition to any other remedy provided herein or within two (2) Trading Days (as defined in the Transaction DocumentsNotes) of receipt of such notice, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, disclosure 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. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwisehereby; provided, however, that the Company shall be entitled, without the prior approval of any 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 and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) 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 any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, except as required by applicable law and regulation. The Company shall provide each Buyer with the opportunity to review any press release or 8-K Filing prior to the issuance or filing thereof.

Disclosure of Transactions and Other Material Information. The Company shall, on Contemporaneous with or before 8:30 a.m., New York City Time, on November 12, 2004, issue a press release reasonably acceptable prior to the Buyers disclosing all material terms earlier of (i) the Company’s first public announcement of the transactions contemplated hereby. On or before 8:30 a.m., hereby and (ii) 8:00 a.m. (New York City Time, time) on November 12, 2004the second (2nd) Business Day following the initial Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the Acquisition Transaction and of the transactions contemplated by the Transaction Documents in the form and including all appropriate exhibits to such Form 8-K,as required by the 1934 ActAct (the “Announcing Form 8K”). The Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Initial Closing. The Company represents and warrants that, from and attaching after the form filing of this Agreement as an exhibit to such filing (including all attachments, the "Announcing Form 8-K FILING")with the SEC and upon each subsequent Closing, no Investor shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents. The Company 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 any Buyer Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in Announcing Form 8-K with the first sentence of this Section SEC or any Closing without the express prior written consent of such BuyerInvestor. In the event of a breach of the foregoing covenant covenant, which breach continues for five (5) Business Days, by the Company, any Subsidiaryof its Subsidiaries, or any of its each of or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer anInvestor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer Investor shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby nor shall the Company disclose or disclosing the name of any Buyer in any filing, announcement, release or otherwiseInvestor; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith or subsequent thereto and (ii) as is required by applicable law and regulations, including the applicable rules and regulations Requirements of the Principal Market Law (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof). From and after the date hereof, the Company shall not amend, modify, supplement, restate or otherwise waive any rights under the APA without the prior consent of the Collateral Agent or, following issuance of Securities, holders of a majority of the aggregate principal amount or number of Securities of each class then outstanding.