a registration statement or statements or
similar documents in compliance with the Securities Act and the declaration or
ordering of effectiveness of such registration statement(s) or documents by the
SEC.
3
"Rule 144" means Rule 144 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.
"Rule 415" means Rule 415 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.
"SEC" means the United States Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.
"Stock Purchase Agreement" has the meaning set forth in the recitals.
ARTICLE 2
REGISTRATION RIGHTS
2.1
CURRENT PUBLIC INFORMATION.
THE COMPANY COVENANTS THAT IT WILL
USE ITS BEST EFFORTS TO FILE ALL REPORTS REQUIRED TO BE FILED BY IT UNDER THE
EXCHANGE ACT AND THE RULES AND REGULATIONS ADOPTED BY THE SEC THEREUNDER, AND
WILL USE ITS REASONABLE BEST EFFORTS TO TAKE SUCH FURTHER ACTION AS THE HOLDERS
MAY REASONABLY REQUEST, ALL TO THE EXTENT REQUIRED TO ENABLE THE HOLDERS TO SELL
REGISTRABLE SECURITIES PURSUANT TO RULE 144 OR RULE 144A ADOPTED BY THE SEC
UNDER THE SECURITIES ACT OR ANY SIMILAR RULE OR REGULATION HEREAFTER ADOPTED BY
THE SEC.
THE COMPANY SHALL, UPON THE REQUEST OF A HOLDER, DELIVER TO SUCH
HOLDER A WRITTEN STATEMENT AS TO WHETHER IT HAS COMPLIED WITH SUCH REQUIREMENTS
DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH REQUEST.
2.2
DEMAND REGISTRATION.
(A)
SUBJECT TO SECTION 2.2(H), AT ANY TIME AFTER THE ONE YEAR ANNIVERSARY OF
THIS AGREEMENT AND UPON THE WRITTEN REQUEST OF THE MAJORITY HOLDERS, REQUESTING
THAT THE COMPANY EFFECT THE REGISTRATION UNDER THE SECURITIES ACT OF ALL OR PART
OF SUCH HOLDERS' REGISTRABLE SECURITIES AND SPECIFYING THE INTENDED METHOD OF
DISPOSITION THEREOF (THE "DEMAND NOTICE"), THE COMPANY WILL PROMPTLY GIVE
WRITTEN NOTICE OF SUCH REQUESTED REGISTRATION TO ALL HOLDERS, AND THEREUPON THE
COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO FILE WITH THE SEC AS SOON AS
REASONABLY PRACTICABLE FOLLOWING THE DEMAND NOTICE (BUT IN NO EVENT LATER THAN
THE DATE THAT IS 90 DAYS AFTER THE DEMAND NOTICE) A REGISTRATION STATEMENT.
THE
COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION
STATEMENT TO BE DECLARED EFFECTIVE BY THE SEC WITHIN 90 DAYS AFTER THE INITIAL
FILING OF THE REGISTRATION STATEMENT, AND IF SUCH REGISTRATION STATEMENT IS NOT
DECLARED EFFECTIVE WITHIN 90 DAYS AFTER ITS INITIAL FILING, AS SOON AS POSSIBLE
THEREAFTER.
THE COMPANY SHALL INCLUDE IN SUCH REGISTRATION STATEMENT:
(I)
THE REGISTRABLE SECURITIES WHICH THE HOLDERS HAVE REQUESTED TO BE
REGISTERED BY THE COMPANY FOR DISPOSITION IN