BENEFIT OF THE PURCHASER TO SECURE THE COMPANY'S OBLIGATIONS
UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND (Z) SUCH
SUBSIDIARY ENTERS
INTO A SUBSIDIARY GUARANTY FOR THE BENEFIT OF THE PURCHASER GUARANTEEING THE
OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND
(III) TO THE EXTENT REQUIRED BY THE PURCHASER, SATISFIES EACH CONDITION OF THIS
AGREEMENT AND THE
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RELATED AGREEMENTS AS IF SUCH SUBSIDIARY WERE A SUBSIDIARY ON THE CLOSING DATE;
OR (B) (I) MAKE, OR PERMIT ANY OF ITS SUBSIDIARIES (OTHER THAN DUBLA, INC.) TO
MAKE, ANY INVESTMENTS IN, OR ANY LOANS OR ADVANCES TO, DUBLA, INC., OTHER THAN,
SO LONG AS NO EVENT OF DEFAULT (AS DEFINED IN THE NOTE) HAS OCCURRED AND IS
CONTINUING, IMMATERIAL INVESTMENTS, LOANS AND/OR ADVANCES MADE IN THE ORDINARY
COURSE OF BUSINESS OR (II) TRANSFER, OR PERMIT ANY OF ITS SUBSIDIARIES (OTHER
THAN DUBLA, INC.) TO TRANSFER, ANY OF ITS ASSETS TO DUBLA, INC., OTHER THAN, SO
LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, IMMATERIAL ASSET
TRANSFERS MADE IN THE ORDINARY COURSE OF BUSINESS.
6.13
REISSUANCE OF SECURITIES.
THE COMPANY AGREES TO REISSUE
CERTIFICATES REPRESENTING THE SECURITIES WITHOUT THE LEGENDS SET FORTH IN
SECTION 5.8 ABOVE AT SUCH TIME AS:
(A)
THE HOLDER THEREOF IS PERMITTED TO DISPOSE OF SUCH SECURITIES
PURSUANT TO RULE 144(K) UNDER THE SECURITIES ACT; OR
(B)
UPON RESALE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT AFTER
SUCH SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT.
The Company agrees to cooperate with the Purchaser in connection with all
resales pursuant to Rule 144(d) and Rule 144(k), to the extent the request is
valid and the exemptions are available,
and provide legal opinions necessary to
allow such resales provided the Company and its counsel receive reasonably
requested representations from the Purchaser and broker if any.
6.14
OPINION.
ON THE CLOSING DATE, THE COMPANY WILL DELIVER TO THE
PURCHASER AN OPINION ACCEPTABLE TO THE PURCHASER FROM THE COMPANY'S EXTERNAL
LEGAL COUNSEL.
THE COMPANY WILL PROVIDE, AT THE COMPANY'S EXPENSE, SUCH OTHER
LEGAL OPINIONS IN THE FUTURE AS ARE DEEMED REASONABLY NECESSARY BY THE PURCHASER
(AND ACCEPTABLE TO THE PURCHASER) IN CONNECTION WITH THE CONVERSION OF THE NOTE
AND EXERCISE OF THE WARRANT.
6.15
MARGIN STOCK.
THE COMPANY WILL NOT PERMIT ANY OF THE PROCEEDS OF
THE NOTE OR THE WARRANT TO BE USED DIRECTLY OR INDIRECTLY TO "PURCHASE" OR
"CARRY" "MARGIN STOCK" OR TO REPAY INDEBTEDNESS INCURRED TO "PURCHASE" OR
"CARRY" "MARGIN STOCK" WITHIN THE RESPECTIVE MEANINGS OF EACH OF THE QUOTED
TERMS UNDER REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT.
6.16
FINANCING RIGHT OF FIRST REFUSAL.
(A)
THE COMPANY HEREBY GRANTS TO THE PURCHASER A RIGHT OF FIRST
REFUSAL, WHILE THE NOTE REMAINS OUTSTANDING, TO PROVIDE ADDITIONAL FINANCING (AS
DEFINED BELOW) TO BE ISSUED BY THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES,
SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.
FROM THE DATE HEREOF UNTIL THE
TERMINATION OF THE