"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT AND
PROVIDED THAT SUCH AFFILIATE DOES NOT REQUEST ANY REMOVAL OF ANY EXISTING
LEGENDS ON ANY CERTIFICATE EVIDENCING THE SECURITIES.
(B)
SUCH INVESTOR UNDERSTANDS THAT THE INSTRUMENTS REPRESENTING THE
SENIOR SECURED NOTES, CONVERTIBLE NOTES AND THE WARRANTS AND THE STOCK
CERTIFICATES REPRESENTING THE COMMON SHARES, CONVERSION SHARES AND THE WARRANT
SHARES, UNTIL SUCH TIME AS THE RESALE OF THE COMMON SHARES, CONVERSION SHARES
AND THE WARRANT SHARES HAVE BEEN REGISTERED AND SOLD UNDER THE SECURITIES ACT,
SHALL BEAR ANY LEGEND AS REQUIRED BY THE "BLUE SKY" LAWS OF ANY STATE AND A
RESTRICTIVE LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM (AND A STOP-TRANSFER
ORDER MAY BE PLACED AGAINST TRANSFER OF SUCH STOCK CERTIFICATES):
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE]
[HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN]
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR (B) IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT.
The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon which it is
stamped, if, unless otherwise required by state securities laws, (i) such
Securities have been registered and sold pursuant to an effective registration
statement under the Securities Act or (ii) in connection with a sale, assignment
or other transfer, the Company reasonably requests that such holder provide the
Company with opinion of counsel reasonably acceptable to the Company that the
sale, assignment or transfer of the Securities may be made without registration
under the applicable requirements of the Securities Act.
4.2
FURNISHING OF INFORMATION. SO LONG AS ANY INVESTOR OWNS
SECURITIES, THE COMPANY COVENANTS TO USE COMMERCIALLY REASONABLE EFFORTS TO
TIMELY FILE (OR OBTAIN EXTENSIONS IN RESPECT THEREOF AND FILE WITHIN THE
APPLICABLE GRACE PERIOD) ALL REPORTS REQUIRED TO BE FILED BY THE COMPANY AFTER
THE DATE HEREOF PURSUANT TO THE EXCHANGE ACT. UPON THE REASONABLE REQUEST OF ANY
INVESTOR, THE COMPANY SHALL DELIVER TO SUCH INVESTOR A WRITTEN CERTIFICATION OF
A DULY AUTHORIZED OFFICER AS TO WHETHER IT HAS COMPLIED WITH THE PRECEDING
SENTENCE. THE COMPANY FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION AS
ANY HOLDER OF SECURITIES MAY REASONABLY REQUEST TO SATISFY THE PROVISIONS OF
THIS SECTION 4.2.
4.3
INTEGRATION. THE COMPANY SHALL NOT, AND SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO ENSURE THAT NO AFFILIATE THEREOF SHALL, SELL, OFFER FOR
SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY
(AS DEFINED IN SECTION 2 OF THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH