TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.
NOTWITHSTANDING THE FOREGOING, THE COMPANY HEREBY CONSENTS TO AND AGREES TO
REGISTER ON THE BOOKS OF THE COMPANY AND WITH ITS TRANSFER AGENT, WITHOUT ANY
SUCH LEGAL OPINION, ANY TRANSFER OF SECURITIES BY A PURCHASER TO AN AFFILIATE OF
SUCH PURCHASER, PROVIDED THAT THE TRANSFEREE (I) CERTIFIES TO THE COMPANY THAT
IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES
ACT AND THAT IT IS ACQUIRING THE SECURITIES SOLELY FOR INVESTMENT PURPOSES
(SUBJECT TO THE QUALIFICATIONS HEREOF).
ANY SUCH TRANSFEREE SHALL AGREE IN
WRITING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND SHALL HAVE THE RIGHTS OF
A PURCHASER UNDER THIS AGREEMENT AND, IF SUCH TRANSFER IS OF ALL OR A PORTION OF
THE WARRANTS HELD BY SUCH PURCHASER, AS A HOLDER OF THE WARRANTS.
(B)
THE PURCHASERS AGREE TO THE IMPRINTING, SO LONG AS IS REQUIRED BY
THIS SECTION 4.1(B), OF THE FOLLOWING LEGEND ON ANY CERTIFICATE EVIDENCING
SECURITIES:
[NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE] HAVE [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
15
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SECURITIES
PURCHASE AGREEMENT DATED AS OF FEBRUARY 18, 2004, AS AMENDED FROM TIME TO TIME
AMONG THE COMPANY AND CERTAIN HOLDERS OF OUTSTANDING SECURITIES.
COPIES OF SUCH
AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.
Certificates evidencing the Securities shall not be required to contain such
legend or any other legend (other than any legend required by the Washington
Business Corporation Act) (i) following any sale of the Securities by the
Purchaser pursuant to a Registration Statement that is effective under the
Securities Act, or (ii) following any sale of the such Securities pursuant to
Rule 144, or (iii) if such Securities are eligible for sale under Rule 144(k),
or (iv) if such legend is not required under applicable requirements of the
Securities Act (including judicial interpretations and pronouncements issued by
the Staff of the Commission). The Company shall promptly after effectiveness of
the Registration Statement covering the Shares and the Underlying Shares cause a
legal opinion to be delivered to and maintained with its Transfer Agent,
together with any other authorizations, certificates and directions required by
the Transfer Agent, which authorize and direct the Transfer Agent to issue the
Shares and Underlying Shares without a legend upon sale