exh10-1_agmt.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

     

     

    EXHIBIT
      10.1

     

    AMENDMENT
      AND WAIVER AGREEMENT

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AMENDMENT
      AND WAIVER AGREEMENT

    


    This
      Amendment and Waiver Agreement (this “Agreement”), is made and entered
      into as of November 23, 2007, by and between Titanium Group Limited, a
      corporation organized under the laws of the British Virgin Islands (the
“Company”) Crescent International Ltd. (“Crescent”), Chestnut
      Ridge Partners, LP (“Chestnut Ridge”) and Whalehaven Capital Fund Limited
      (“Whalehaven”, each, a “Holder”, and collectively, Crescent,
      Chestnut Ridge and Whalehaven, the “Holders”).

    


    WHEREAS,
      the Company and the Holders are parties to that certain Securities Purchase
      Agreement (the “Purchase Agreement”), dated April 3, 2007, pursuant to
      which the Company issued to the Holders its Series A 8% Senior Convertible
      Debentures due, subject to the terms therein, April 3, 2010 (the
“Debentures”) with an aggregate principal amount among all Holders of
      $1,450,000, of which $1,450,000 in principal currently remains outstanding,
      and
      warrants to purchase Common Stock (the “Warrants”);

    


    WHEREAS,
      certain events of default have occurred pursuant to the Debentures as set forth
      on Schedule A attached hereto and are continuing to occur related to the
      Debentures (“Existing Defaults”) and as a result of such defaults, the
      Holders are entitled, among other things, to enforce their rights and remedies
      against the Company, including without limitation, acceleration and immediately
      demand payment in full of all obligations under the Debentures; and

     

    WHEREAS,
      the Company and the Holders have agreed to (i) reduce the conversion price
      of
      the Debentures from $0.30 per share to $0.20 per share, subject to further
      adjustment therein, (ii) waive the Existing Defaults, (iii) waive any
      anti-dilution adjustment in the Warrants triggered by the foregoing reduction
      in
      the Conversion Price, and (iv) waive any liquidated damages that have accrued
      pursuant to Section 2(b)(iv) of the Registration Rights Agreement;
      and

     

    WHEREAS,
      capitalized terms used herein, but not otherwise defined, shall have the
      meanings ascribed to such terms as set forth in the Purchase Agreement;
      and

    


    NOW,
      THEREFORE, in consideration of the terms and conditions contained in this
      Agreement, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties, intending to be
      legally bound hereby, agree as follows:

    


    1.  Incorporation
      of Preliminary Statements and Acknowledgement.  The preliminary
      statements set forth above by this reference hereto are hereby incorporated
      into
      this Agreement.  Without limiting the foregoing, the Company hereby
      acknowledges that the Existing Defaults have occurred and are continuing under
      the terms of the Debentures and, notwithstanding anything to the contrary in
      this Agreement, the Purchase Agreement, the Debentures or any of the other
      Transaction Documents, the Company acknowledges and agrees that upon a breach
      of
      this Agreement by the Company, such breach shall be an Event of Default under
      the Debentures and each Holder has the right to immediately enforce payment
      of
      all of the Obligations and, in connection therewith, without further notice,
      to
      enforce its liens on, and security interests in, the Collateral (as defined
      under the Security Agreement).

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.  Payment
      of Interest and Waiver of Existing Defaults.  The Company agrees
      to issue a total of 477,366 shares of its common stock as payment of interest
      due July 1, 2007 and October 1, 2007 and any late fees thereon.  The
      Holders agree to forever waive their rights and remedies against the Company,
      including without limitation, acceleration of the Debentures, solely in
      connection with, and as they relate to, the prior occurrence of the Existing
      Defaults.  Notwithstanding anything herein to the contrary, this
      waiver is limited only to the Existing Defaults and any future Events of
      Default, including a breach of this Agreement, shall not be deemed waived
      hereunder.

    


    3.  Reduction
      of Conversion Price.  In consideration for the foregoing release
      by the Holders, the Company agrees to reduce the Conversion Price from $0.30
      per
      share to $0.20 per share, subject to further adjustment as set forth in the
      Debenture.

     

    4.  Amendment
      to Debentures.  Section 4(b) of the Debentures is hereby deleted
      in its entirety and replaced with the following:

     

    “Conversion
      Price.  The conversion price in effect on any Conversion Date
      shall be equal to $0.20, subject to adjustment herein (the “Conversion
      Price”).”

     

    5.  Waiver
      of Anti-dilution Adjustment to the Warrants.  The Holders hereby
      waive any adjustment to the exercise price of the Warrants resulting from the
      reduction to the Conversion Price as set forth in Sections 3 and 4 of this
      Agreement. This waiver is limited only as to any anti-dilution adjustment
      triggered as a result of this Agreement and any anti-dilution adjustment to
      the
      exercise price of the Warrant triggered by any future event, including, but
      not
      limited to, a further reduction of the Conversion Price, shall not be deemed
      waived hereunder.

     

    6.  Waiver
      of Liquidated Damages under Registration Rights Agreement. Each Holder
      hereby waives all liquidated damages which have accrued prior to the date hereof
      and which would otherwise have been payable by the Company to such Holder under
      and in accordance with Section 2(b)(iv) of the Registration Rights
      Agreement.

     

    7.  Conditions
      Precedent. The respective waivers and obligations of the Holders hereunder
      are subject to the following conditions being met:

     

    i.  the
      accuracy in all material respects of the representations and warranties of
      the
      Company contained herein;

     

    ii.  all
      obligations, covenants and agreements of the Company required to be performed
      hereunder shall have been performed;

     

    iii.  all
      parties to the Purchase Agreement and holders of the Debentures and Warrants
      shall have agreed to the terms and conditions of this Agreement and each party
      has executed this Agreement; and

     

    iv.  there
      shall have been no Material Adverse Effect with respect to the Company since
      the
      date hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.  Representations
      and Warranties of the Company.  The Company hereby makes to the
      Holders the following representations and warranties:

     

    i.  Authorization;
      Enforcement.  The Company has the requisite corporate power and
      authority to enter into and to consummate the transactions contemplated by
      this
      Agreement and otherwise to carry out its obligations hereunder and
      thereunder.  The execution and delivery of this Agreement by the
      Company and the consummation by it of the transactions contemplated hereby
      have
      been duly authorized by all necessary action on the part of the Company and
      no
      further action is required by the Company, its board of directors or its
      stockholders in connection therewith.  This Agreement has been duly
      executed by the Company and, when delivered in accordance with the terms hereof
      will constitute the valid and binding obligation of the Company enforceable
      against the Company in accordance with its terms except (i) as limited by
      general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    ii.  No
      Conflicts.  The execution, delivery and performance of this
      Agreement by the Company and the consummation by the Company of the transactions
      contemplated hereby do not and will not: (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with, or constitute a default (or an event that with notice or lapse
      of
      time or both would become a default) under, result in the creation of any Lien
      (except as contemplated by the Security Documents) upon any of the properties
      or
      assets of the Company or any Subsidiary, or give to others any rights of
      termination, amendment, acceleration or cancellation (with or without notice,
      lapse of time or both) of, any material agreement, credit facility, debt or
      other material instrument (evidencing a Company or Subsidiary debt or otherwise)
      or other material understanding to which the Company or any Subsidiary is a
      party or by which any property or asset of the Company or any Subsidiary is
      bound or affected, or (iii) conflict with or result in a violation of any law,
      rule, regulation, order, judgment, injunction, decree or other restriction
      of
      any court or governmental authority to which the Company or a Subsidiary is
      subject (including federal and state securities laws and regulations), or by
      which any property or asset of the Company or a Subsidiary is bound or affected;
      except in the case of each of clauses (ii) and (iii), such as could not have
      or
      reasonably be expected to result in a Material Adverse Effect.

     

    iii.  Equal
      Consideration.  Except as set forth in this Agreement, no
      consideration has been offered or paid to any person to amend or consent to
      a
      waiver, modification, forbearance or otherwise of any provision of any of the
      Transaction Documents.

     

    iv.           Certification.  Other
      than the Existing Defaults, no Event of Default and no event which, with the
      giving of notice or passage of time (or both), would constitute an Event of
      Default under the Debentures has occurred or is continuing.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.  Representations
      and Warranties of the Holders.  Each Holder, severally and not
      jointly, represents and warrants as of the date hereof to the Company as
      follows:

     

    i.  Authority.  The
      execution, delivery and performance by such Holder of the transactions
      contemplated by this Agreement have been duly authorized by all necessary
      corporate or similar action on the part of such Holder.  This
      Agreement has been duly executed by such Holder, and when delivered by such
      Holder in accordance with the terms hereof, will constitute the valid and
      legally binding obligation of such Holder, enforceable against it in accordance
      with its terms, except (i) as limited by general equitable principles and
      applicable bankruptcy, insolvency, reorganization, moratorium and other laws
      of
      general application affecting enforcement of creditors’ rights generally, (ii)
      as limited by laws relating to the availability of specific performance,
      injunctive relief or other equitable remedies, and (iii) insofar as
      indemnification and contribution provisions may be limited by applicable
      law.

     

    10.  Effect
      on Transaction Documents. Subject to the waivers and
      amendments provided herein, all of the terms and conditions of the Transaction
      Documents shall continue in full force and effect after the execution of this
      Agreement and shall not be in any way changed, modified or superseded by the
      terms set forth herein, including but not limited to, any other obligations
      the
      Company may have to the Holders under the Transaction Documents.  Except as
      expressly set forth herein, this Agreement shall not be deemed to be a
      waiver, amendment or modification of any provisions of the Transaction Documents
      or of any right, power or remedy of the Holders, or constitute a waiver of
      any
      provision of the Transaction Documents (except to the extent herein set forth),
      or any other document, instrument and/or agreement executed or delivered in
      connection therewith, in each case whether arising before or after the date
      hereof or as a result of performance hereunder or thereunder.  The Holders
      reserve all rights, remedies, powers, or privileges available under the
      Transaction Documents, at law or otherwise.  This Agreement shall not
      constitute a novation or satisfaction and accord of the Transaction Documents
      or
      any other document, instrument and/or agreement executed or delivered in
      connection therewith.

     

    11.  Release
      of all Claims.  THE COMPANY (FOR ITSELF AND ITS AFFILIATES) HEREBY
      UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES EACH HOLDER AND ITS RESPECTIVE
      SUCCESSORS, ASSIGNS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES,
      ACCOUNTANTS, CONSULTANTS, CONTRACTORS, ADVISORS AND ATTORNEYS (COLLECTIVELY,
      THE
“BENEFITED PARTIES”) FROM ALL CLAIMS (AS DEFINED BELOW) AND AGREES TO
      INDEMNIFY THE BENEFITED PARTIES, AND HOLD THEM HARMLESS FROM ANY AND ALL CLAIMS,
      LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES OF EVERY KIND OR CHARACTER IN
      CONNECTION WITH THE CLAIMS.  AS USED IN THIS AGREEMENT, THE TERM
“CLAIMS” MEANS ANY AND ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
      ACTIONS, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, AT LAW
      OR
      IN EQUITY, ORIGINATING IN WHOLE OR IN PART, WHICH THE COMPANY, OR ANY OF ITS
      AGENTS, EMPLOYEES OR AFFILIATES MAY NOW OR HEREAFTER HAVE OR CLAIM AGAINST
      ANY
      OF THE BENEFITED PARTIES AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE
      OUT
      OF CONTRACT, TORT, VIOLATION OF LAW OR OTHERWISE IN CONNECTION 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      WITH
        ANY
        OF THE TRANSACTION DOCUMENTS, INCLUDING ANY CONTRACTING FOR, CHARGING, TAKING,
        RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE MAXIMUM RATE
        ON
        INTEREST CHARGEABLE UNDER APPLICABLE LAW AND ANY LOSS, COST OR DAMAGE, OF
        ANY
        KIND OR CHARACTER, ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR IN ANY
        WAY
        RESULTING FROM THE ACTIONS OR OMISSIONS OF THE BENEFITED PARTIES, INCLUDING
        ANY
        BREACH OF FIDUCIARY DUTY, BREACH OF ANY DUTY OF GOOD FAITH OR FAIR DEALING,
        UNDUE INFLUENCE, DURESS, ECONOMIC COERCION, CONFLICT OF INTEREST, NEGLIGENCE,
        BAD FAITH, MALPRACTICE, VIOLATIONS OF THE RACKETEER INFLUENCED AND CORRUPT
        ORGANIZATIONS ACT, INTENTIONAL OR NEGLIGENT INFLICTION OF MENTAL DISTRESS,
        TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONS, TORTIOUS INTERFERENCE WITH
        CORPORATE GOVERNANCE OR PROSPECTIVE BUSINESS ADVANTAGE, BREACH OF CONTRACT,
        DECEPTIVE TRADE PRACTICES, LIBEL, SLANDER, CONSPIRACY OR ANY CLAIM FOR
        WRONGFULLY ACCELERATING ANY OBLIGATIONS OR WRONGFULLY ATTEMPTING TO FORECLOSE
        ON
        ANY COLLATERAL.  THE COMPANY (FOR ITSELF AND ITS AFFILIATES) AGREES
        THAT NONE OF THE BENEFITED PARTIES HAS FIDUCIARY OR SIMILAR OBLIGATIONS TO
        THE
        COMPANY OR ANY AGENTS, EMPLOYEES OR AFFILIATES OF THE COMPANY AND THAT THEIR
        RELATIONSHIPS ARE STRICTLY THAT OF CREDITOR AND DEBTOR.  THIS RELEASE
        IS ACCEPTED BY THE HOLDERS PURSUANT TO THIS AGREEMENT AND SHALL NOT BE CONSTRUED
        AS AN ADMISSION OF LIABILITY BY HOLDERS OR ANY OTHER BENEFITED
        PARTY.

    

    


    THE
      COMPANY (FOR ITSELF AND ITS AFFILIATES) ACKNOWLEDGES THAT THE FOREGOING
      PROVISIONS ARE INTENDED TO, AND THE TRANSACTION DOCUMENTS CONTAIN PROVISIONS
      WHICH, RELEASE HOLDERS FROM LIABILITY AND/OR INDEMNIFY AND HOLD HARMLESS HOLDERS
      FOR, AMONG OTHER THINGS, THE ORDINARY NEGLIGENCE OF HOLDERS.  THE
      COMPANY (FOR ITSELF AND ITS AFFILIATES) AGREES THAT THE RELEASE AND/OR INDEMNITY
      PROVISIONS CONTAINED IN THESE DOCUMENTS ARE CAPTIONED TO CLEARLY IDENTIFY THE
      RELEASE AND/OR INDEMNITY PROVISIONS AND, THEREFORE, ARE SO CONSPICUOUS THAT
      THE
      COMPANY AND ITS AFFILIATES HAVE FAIR NOTICE OF THE EXISTENCE AND CONTENTS OF
      SUCH PROVISIONS.

    


    12.  Filing
      of Form 8-K.  On or before 9:30 am (NY time) on the Trading Day
      immediately following the date hereof, the Company shall file a Current Report
      on Form 8-K, reasonably acceptable to each Holder disclosing the material terms
      of the transactions contemplated hereby, which shall include this Agreement
      as
      an attachment thereto.

     

    13.  Effectiveness.  The
      effectiveness of this Agreement shall be expressly conditioned upon all of
      the
      Holders of the Debentures and Warrants having executed this Agreement or an
      agreement with substantially similar terms, including, but not limited to,
      a
      waiver of the Existing Defaults and a waiver of the anti-dilution adjustment
      to
      the exercise price of the Warrants.  In the event the foregoing is not
      delivered to the Holders, all of the consents, amendments and waivers of the
      Holders contained herein shall be null and void.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14.  Expenses.  Except
      as expressly set forth herein, each party shall pay the fees and expenses of
      its
      advisers, counsel, accountants and other experts, if any, and all other expenses
      incurred by such party incident to the negotiation, preparation, execution,
      delivery and performance of this Agreement.

    


    15.  Amendments
      and Waivers. The provisions of this Agreement, including the provisions of
      this sentence, may not be amended, modified or supplemented, and waivers or
      consents to departures from the provisions hereof may not be given, unless
      the
      same shall be in writing and signed by the Company and the Holders.

    


    16.  Notices.
      Any and all notices or other communications or deliveries required or permitted
      to be provided hereunder shall be delivered as set forth in the applicable
      Transaction Document.

     

    17.  Successors
      and Assigns. This Agreement shall inure to the benefit of and be binding
      upon the successors and permitted assigns of each of the parties and shall
      inure
      to the benefit of the Holders. The Company may not assign (except by merger)
      its
      rights or obligations hereunder without the prior written consent of the
      Holders.  The Holders may assign their respective rights hereunder in
      the manner and to the Persons as permitted under the applicable Transaction
      Document.

     

    18.  Execution
      and Counterparts. This Agreement may be executed in two or more
      counterparts, all of which when taken together shall be considered one and
      the
      same agreement and shall become effective when counterparts have been signed
      by
      each party and delivered to the other party, it being understood that both
      parties need not sign the same counterpart.  In the event that any
      signature is delivered by facsimile transmission or by e-mail delivery of a
      “.pdf” format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.

     

    19.  Governing
      Law.  All questions concerning the construction, validity,
      enforcement and interpretation of this Agreement shall be determined in
      accordance with the provisions of the Transaction Documents.

     

    20.  Severability.
      If any term, provision, covenant or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, illegal, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions set forth
      herein shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated, and the parties hereto shall use their commercially
      reasonable efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    21.  Headings.
      The headings in this Agreement are for convenience only, do not constitute
      a
      part of the Agreement and shall not be deemed to limit or affect any of the
      provisions hereof.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    22.  Independent
      Nature of Holders’ Obligations and Rights.  The Company has
      elected to provide all Holders with the same terms and form of amendment and
      waiver for the convenience of the Company and not because it was required or
      requested to do so by the Holders.  The obligations of each Holder
      under this Agreement and any Transaction Document are several and not joint
      with
      the obligations of any other Holder, and no Holder shall be responsible in
      any
      way for the performance or non-performance of the obligations of any other
      Holder under this consent and waiver or any Transaction Document. Nothing
      contained herein or in any Transaction Document, and no action taken by any
      Holder pursuant thereto, shall be deemed to constitute the Holders as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Holders are in any way acting in concert or as
      a
      group with respect to such obligations or the transactions contemplated by
      this
      consent and waiver or the Transaction Documents.  Each Holder shall be
      entitled to independently protect and enforce its rights, including without
      limitation, the rights arising out of this consent and waiver or out of the
      other Transaction Documents, and it shall not be necessary for any other Holder
      to be jointed as an additional party in any proceeding for such purpose. Each
      Holder has been represented by its own separate legal counsel in their review
      and negotiation of this Agreement and the Transaction Documents.

     

     

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

     

    
      	 	TITANIUM
              GROUP
              LIMITED	 
	 	 	 	 
	
               

            	
              By:
                

            	 /s/
              Kit Chong Ng	 
	 	 	Ng
              Kit Chong	 
	 	 	Chairman	 
	 	 	 	 


    

    


    


    


    ********************

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOR HOLDER FOLLOWS]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    [HOLDER’S
      SIGNATURE PAGE TO TTNUF AMENDMENT AGREEMENT]

     

    IN
      WITNESS WHEREOF, the undersigned have caused this Amendment Agreement to be
      duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    


    Name
      of
      Holder:   Whalehaven Capital Fund
      Limited              


    Signature
      of Authorized Signatory of Holder:  /s/ Brian
      Mazzella          


    Name
      of
      Authorized Signatory:   Brian
      Mazella           


    Title
      of
      Authorized Signatory:   
CFO                           


    


    


    [SIGNATURE
      PAGES CONTINUE]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

       

      [HOLDER’S
        SIGNATURE PAGE TO TTNUF AMENDMENT AGREEMENT]

       

      IN
        WITNESS WHEREOF, the undersigned have caused this Amendment Agreement to
        be duly
        executed by their respective authorized signatories as of the date first
        indicated above.

       

      


      Name
        of
        Holder:   Crescent International
        Ltd.          


      Signature
        of Authorized Signatory of Holder:   /s/ Maxi
        Brezzi           


      Name
        of
        Authorized Signatory:   Maxi
        Brezzi                              


      Title
        of
        Authorized Signatory:    Authorized
        Signatory                


      


      


      [SIGNATURE
        PAGES CONTINUE]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

       

       

      [HOLDER’S
        SIGNATURE PAGE TO TTNUF AMENDMENT AGREEMENT]

       

      IN
        WITNESS WHEREOF, the undersigned have caused this Amendment Agreement to
        be duly
        executed by their respective authorized signatories as of the date first
        indicated above.

       

      


      Name
        of
        Holder:   Chestnut Ridge Partners,
        LP                


      Signature
        of Authorized Signatory of Holder:  /s/ Kenneth
        Holz            


      Name
        of
        Authorized Signatory:    Kenneth
        Holz                    


      Title
        of
        Authorized Signatory:   Chief Financial
        Officer          

      


      


      [SIGNATURE
        PAGES CONTINUE]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    SCHEDULE
      A

    


    Failure
      to pay July 1, 2007 interest payment and late fees thereon

    Failure
      to pay October 1, 2007 interest payment and late fees thereon

    Failure
      to pay liquidated damages under Registration Rights Agreement

    Registration
      statement not declared effective within 180 days of Closing Date