TRANSFEROR SUCH OTHER EVIDENCE AS FLYI, INC., MAY REQUEST (INCLUDING
PRESENTATION OF AN OPINION FROM TRANSFEROR'S COUNSEL, WHICH OPINION MUST BE
REASONABLY ACCEPTABLE TO FLYI) TO THE EFFECT THAT SUCH RE-OFFER, RESALE, PLEDGE
OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND IN
COMPLIANCE WITH OTHER APPLICABLE LAWS, OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) IT WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER, PLEDGEE OR OTHER
TRANSFEREE OF SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN THE
PRECEDING CLAUSE (A).";
(VI)
REPRESENTS THAT IT (A) HAS SUCH KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE
MERITS AND RISKS OF AN INVESTMENT IN THE SHARES; (B) HAS HAD THE OPPORTUNITY TO
ASK QUESTIONS OF FLYI ABOUT, AND TO RECEIVE TO ITS SATISFACTION INFORMATION
ABOUT, THE BUSINESS AND FINANCIAL CONDITION OF FLYI; (C) IS FULLY CAPABLE OF
UNDERSTANDING AND EVALUATING THE RISKS ASSOCIATED WITH THE OWNERSHIP OF THE
SHARES; (D) HAS THE ABILITY TO BEAR THE ECONOMIC RISKS OF AN INVESTMENT IN THE
SHARES; AND (E) IS CAPABLE OF AND UNDERSTANDS THAT IT MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF AN INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF
TIME; AND
(VII)
ACKNOWLEDGES THAT FLYI WILL RELY UPON THE TRUTH
AND ACCURACY OF THE FOREGOING ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS,
AND AGREES THAT IF ANY OF SUCH ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS
IS NO LONGER ACCURATE, IT WILL PROMPTLY NOTIFY FLYI.
SECTION 3.
REGISTRATION OF THE SHARES.
(a)
FLYi shall prepare and, as soon as
practicable but in no event after May 16, 2005, file with the Securities and
Exchange Commission a registration statement on the applicable form (the
"Registration Statement") covering the resale of the Shares.
FLYi shall use
commercially reasonable efforts to cause the Registration Statement (i) to be
declared effective under the Securities Act of 1933 ("Securities Act"), and
(ii) to continue the effectiveness of such Registration Statement until the
earlier of (A) the second anniversary of the date the Shares are issued or
(B) the expiration of the holding period under Rule 144(k) under the Securities
Act that would be applicable to a sale by a non-affiliate (as defined in
Rule 144) of FLYi.
(b)
Notwithstanding anything herein to the
contrary, FLYi may suspend availability of the Registration Statement and the
related prospectus for a discrete period of time, upon (i) issuance by the SEC
of a stop order suspending effectiveness of the Registration Statement or the
initiation of proceedings under Section 8(d) or 8(e) of the Securities Act,
(ii) occurrence of any event or the existence of any fact as a result of which
the Registration Statement may contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made, or (iii) the occurrence or existence