PURSUANT TO THE FOUNDERS
SECURITIES PURCHASE AGREEMENT, SHARES OF COMMON STOCK ACQUIRED BY THE PURCHASERS
AND THE ADDITIONAL PURCHASERS PURSUANT TO THE ADDITIONAL SPA AND SO LONG AS THIS
AGREEMENT IS STILL IN EFFECT, ANY OTHER SHARES OF COMMON STOCK ACQUIRED BY THE
PURCHASERS AND THE ADDITIONAL PURCHASERS ON OR AFTER THE CLOSING DATE,
INCLUDING, WITHOUT LIMITATION, ANY SHARES OF COMMON STOCK ACQUIRED UPON THE
CONVERSION OF THE SENIOR SUBORDINATED PROMISSORY NOTES PURCHASED PURSUANT TO THE
ADDITIONAL SPA AND ANY SHARES OF COMMON STOCK ACQUIRED PURSUANT TO ANY RIGHTS
OFFERING CONDUCTED BY THE COMPANY.".
F.
THE REGISTRATION RIGHTS AGREEMENT IS HEREBY AMENDED BY DELETING THE
REFERENCE TO "PURCHASERS" IN THE DEFINITION OF "REGISTRATION STATEMENT" AND
SECTIONS 3.1, 3.2 AND 4.2 THEREOF AND REPLACING IT WITH A REFERENCE TO
"DESIGNATED HOLDERS".
G.
SECTION 4.6 OF THE REGISTRATION RIGHTS AGREEMENT IS HEREBY AMENDED BY
DELETING THE REFERENCE THERE TO "PURCHASER" AND REPLACING IT WITH "PURCHASERS
AND ADDITIONAL PURCHASERS".
31.2
JOINDER OF NEW STOCKHOLDERS.
BY EXECUTION OF THIS AMENDMENT, EACH
OF THE NEW STOCKHOLDERS HEREBY CONFIRMS ITS AGREEMENT TO BE BOUND BY THE
REGISTRATION RIGHTS AGREEMENT, AS AMENDED HEREBY, AND AS MAY BE SUBSEQUENTLY
AMENDED, RESTATED, REVISED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME.
ARTICLE 32
MISCELLANEOUS
32.1
EFFECTIVENESS.
THIS AMENDMENT SHALL BE DEEMED EFFECTIVE AS OF THE
DATE FIRST WRITTEN ABOVE, AS IF EXECUTED BY ALL PARTIES HERETO ON SUCH DATE.
EXCEPT AS SPECIFICALLY MODIFIED BY THE TERMS SET FORTH HEREIN, THE PARTIES
HERETO ACKNOWLEDGE AND AGREE THAT THE REGISTRATION RIGHTS AGREEMENT IS IN FULL
FORCE AND EFFECT.
ALL REFERENCES IN THE REGISTRATION RIGHTS AGREEMENT TO THE
"AGREEMENT" SHALL BE DEEMED TO REFER TO THE REGISTRATION RIGHTS AGREEMENT AS
AMENDED BY THIS AMENDMENT.
2
32.2
FURTHER ASSURANCES.
EACH PARTY AGREES THAT, FROM TIME TO TIME UPON
THE WRITTEN REQUEST OF THE OTHER PARTY, IT WILL EXECUTE AND DELIVER SUCH FURTHER
DOCUMENTS AND DO SUCH OTHER ACTS AND THINGS AS THE OTHER PARTY MAY REASONABLY
REQUEST TO EFFECT THE PURPOSES OF THIS AMENDMENT.
32.3
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AMENDMENT
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AMENDMENT SHALL BE HELD TO BE
PROHIBITED BY OR INVALID WIDER APPLICABLE LAW, SUCH PROVISION SHALL BE
INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS
AMENDMENT.
32.4
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
32.5
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN, WITHOUT REGARD TO THE
CONFLICTS OF LAWS RULES OR PROVISIONS.
32.6
CAPTIONS.
THE CAPTIONS, HEADINGS AND ARRANGEMENTS USED IN THIS
AMENDMENT ARE FOR CONVENIENCE ONLY AND DO NOT IN ANY WAY LIMIT OR AMPLIFY THE
TERMS AND PROVISIONS HEREOF.
32.7
NO PREJUDICE.
THE TERMS