IN AMOUNTS WHICH ARE DISPROPORTIONATE TO THE
RESPECTIVE PRINCIPAL AMOUNTS OUTSTANDING ON THE DEBENTURES AT ANY APPLICABLE
TIME. FOR CLARIFICATION PURPOSES, THIS PROVISION CONSTITUTES A SEPARATE RIGHT
GRANTED TO EACH PURCHASER BY THE COMPANY AND NEGOTIATED SEPARATELY BY EACH
PURCHASER, AND IS INTENDED FOR THE COMPANY TO TREAT THE PURCHASERS AS A CLASS
AND SHALL NOT IN ANY WAY BE CONSTRUED AS THE PURCHASERS ACTING IN CONCERT OR AS
A GROUP WITH RESPECT TO THE PURCHASE, DISPOSITION OR VOTING OF SECURITIES OR
OTHERWISE.
4.15
REVERSE MERGER TRANSACTION. THE COMPANY SHALL USE
BEST EFFORTS TO CONSUMMATE A REVERSE MERGER TRANSACTION WITH TRIPATH
SUBSTANTIALLY ON THE TERMS PROVIDED FOR IN THE DISCLOSURE SCHEDULE, AS
SUPPLEMENTED AND FILED WITH THE BANKRUPTCY COURT IN CONNECTION WITH TRIPATH'S
BANKRUPTCY PROCEEDING (SUCH MERGER, THE "REVERSE MERGER"), NO LATER THAN
APRIL 30,
28
2008 (UNLESS OTHERWISE EXTENDED TO A LATER DATE BY THE PRIOR WRITTEN CONSENT OF
EACH PURCHASER) (THE "REVERSE MERGER DEADLINE"). IF THE COMPANY FAILS TO
CONSUMMATE THE MERGER BY THE REVERSE MERGER DEADLINE, OR IF THE BANKRUPTCY COURT
FINALLY DETERMINES NOT TO APPROVE THE PLAN OF REORGANIZATION WHICH INCLUDES THE
REVERSE MERGER, THEN THE COMPANY SHALL RATABLY ISSUE TO THE PURCHASERS AN
AGGREGATE OF 5,454,545 SHARES OF COMMON STOCK, SUBJECT TO ADJUSTMENT FOR ANY
STOCK DIVIDEND, STOCK SPLIT, STOCK COMBINATION OR OTHER SIMILAR EVENT AFFECTING
THE COMMON STOCK. NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT BE
REQUIRED TO ISSUE THE 5,454,545 SHARES IF THE COMPANY'S FAILURE TO CONSUMMATE
THE REVERSE MERGER IS THE RESULT OF THE WITHDRAWAL OF THE PURCHASERS (AS PLAN
PROPONENTS) OF THE PLAN OF REORGANIZATION IN THE BANKRUPTCY PROCEEDING. SUCH
SHARES SHALL BE ISSUED WITHIN 3 TRADING DAYS OF THE EARLIEST TO OCCUR OF THE
REVERSE MERGER DEADLINE AND THE DATE THAT THE BANKRUPTCY COURT REJECTS SUCH
PLAN.
4.16
FORM D; BLUE SKY FILINGS. THE COMPANY AGREES TO
TIMELY FILE A FORM D WITH RESPECT TO THE SECURITIES AS REQUIRED UNDER REGULATION
D AND TO PROVIDE A COPY THEREOF, PROMPTLY UPON REQUEST OF ANY PURCHASER. THE
COMPANY SHALL TAKE SUCH ACTION AS THE COMPANY SHALL REASONABLY DETERMINE IS
NECESSARY IN ORDER TO OBTAIN AN EXEMPTION FOR, OR TO QUALIFY THE SECURITIES FOR,
SALE TO THE PURCHASERS AT THE CLOSING UNDER APPLICABLE SECURITIES OR "BLUE SKY"
LAWS OF THE STATES OF THE UNITED STATES, AND SHALL PROVIDE EVIDENCE OF SUCH
ACTIONS PROMPTLY UPON REQUEST OF ANY PURCHASER.
4.17
CAPITAL CHANGES. UNTIL THE ONE YEAR ANNIVERSARY
OF THE EFFECTIVE DATE, THE COMPANY SHALL NOT UNDERTAKE A REVERSE OR FORWARD
STOCK SPLIT OR RECLASSIFICATION OF THE COMMON STOCK WITHOUT THE PRIOR WRITTEN
CONSENT OF THE PURCHASERS HOLDING A MAJORITY IN PRINCIPAL AMOUNT OUTSTANDING OF
THE DEBENTURES.
4.18
PUBLIC INFORMATION. AT ANY TIME DURING THE PERIOD
COMMENCING FROM THE SIX (6) MONTH ANNIVERSARY OF THE CLOSING DATE AND ENDING AT
SUCH TIME THAT ALL OF THE SECURITIES CAN BE SOLD EITHER PURSUANT TO A
REGISTRATION STATEMENT, OR IF A REGISTRATION STATEMENT IS NOT AVAILABLE FOR THE
RESALE OF ALL OF THE SECURITIES, MAY BE