PURCHASER'S NAME ON EXHIBIT A HERETO OR, IF
REQUESTED BY THE PURCHASER, ONE OR MORE CERTIFICATES REPRESENTING SUCH SHARES.
(G)
ABSENCE OF LITIGATION.
NO PROCEEDING CHALLENGING THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR SEEKING TO PROHIBIT, ALTER, PREVENT
OR MATERIALLY DELAY THE CLOSING, SHALL HAVE BEEN INSTITUTED OR BE PENDING BEFORE
ANY COURT, ARBITRATOR, GOVERNMENTAL BODY, AGENCY OR OFFICIAL.
(H)
NO GOVERNMENTAL PROHIBITION.
THE SALE OF THE SHARES BY THE
COMPANY SHALL NOT BE PROHIBITED BY ANY LAW OR GOVERNMENTAL ORDER OR REGULATION.
(I)
NO STOP ORDER.
NO STOP ORDER OR SUSPENSION OF TRADING SHALL HAVE
BEEN IMPOSED BY NASDAQ, THE SEC OR ANY OTHER GOVERNMENTAL OR REGULATORY BODY
WITH RESPECT TO PUBLIC TRADING IN THE COMMON STOCK.
ARTICLE VI
REGISTRATION RIGHTS
SECTION 6.1
FILING OF REGISTRATION STATEMENT.
THE COMPANY SHALL
USE ITS REASONABLE BEST EFFORTS TO (I) FILE A REGISTRATION STATEMENT COVERING
THE RESALE OF THE REGISTRABLE SECURITIES NO LATER THAN 45 DAYS AFTER THE CLOSING
DATE (THE "FILING DATE") ON A REGISTRATION STATEMENT ON FORM S-1 (THE
"REGISTRATION STATEMENT") WITH THE SEC AND (II) EFFECT THE REGISTRATION,
QUALIFICATIONS OR COMPLIANCES (INCLUDING, WITHOUT LIMITATION, THE EXECUTION OF
ANY REQUIRED UNDERTAKING TO FILE POST-EFFECTIVE AMENDMENTS, APPROPRIATE
QUALIFICATIONS OR EXEMPTIONS UNDER APPLICABLE BLUE SKY OR OTHER STATE SECURITIES
LAWS AND APPROPRIATE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, REQUIREMENTS OR
REGULATIONS) AS PROMPTLY AS POSSIBLE AFTER THE FILING THEREOF, BUT IN ANY EVENT
BY THE DATE WHICH IS 135 DAYS AFTER THE CLOSING DATE.
12
SECTION 6.2
EXPENSES.
ALL REGISTRATION EXPENSES INCURRED IN
CONNECTION WITH ANY REGISTRATION, QUALIFICATION, EXEMPTION OR COMPLIANCE
PURSUANT TO SECTION 6.1 SHALL BE BORNE BY THE COMPANY.
ALL SELLING EXPENSES
RELATING TO THE SALE OF SECURITIES REGISTERED BY OR ON BEHALF OF ANY HOLDER
SHALL BE BORNE BY SUCH HOLDER.
SECTION 6.3
REGISTRATION DEFAULTS.
THE COMPANY FURTHER AGREES
THAT, IN THE EVENT THAT THE REGISTRATION STATEMENT (I) HAS NOT BEEN FILED BY THE
SEC WITHIN 45 DAYS AFTER THE CLOSING DATE, (II) HAS NOT BEEN DECLARED EFFECTIVE
BY THE SEC WITHIN 90 DAYS AFTER THE CLOSING DATE, IF THE SEC DETERMINES NOT TO
REVIEW THE REGISTRATION STATEMENT, (III) HAS NOT BEEN DECLARED EFFECTIVE BY THE
SEC WITHIN 135 DAYS AFTER THE CLOSING DATE, IF THE SEC DETERMINES TO REVIEW THE
REGISTRATION STATEMENT, OR (IV) AFTER THE REGISTRATION STATEMENT IS DECLARED
EFFECTIVE BY THE SEC, IS SUSPENDED BY THE COMPANY OR CEASES TO REMAIN
CONTINUOUSLY EFFECTIVE AS TO ALL REGISTRABLE SECURITIES FOR WHICH IT IS REQUIRED
TO BE EFFECTIVE, OTHER THAN, IN EACH CASE, WITHIN THE TIME PERIOD(S) PERMITTED
BY SECTION 6.8(B) (EACH SUCH EVENT REFERRED TO IN CLAUSES (I), (II) AND (III),
(A "REGISTRATION DEFAULT")), FOR ANY THIRTY-DAY PERIOD (A "PENALTY PERIOD")
DURING WHICH THE REGISTRATION DEFAULT REMAINS UNCURED (WHICH INITIAL THIRTY-DAY
PERIOD SHALL COMMENCE ON THE FIFTH BUSINESS DAY AFTER THE DATE OF SUCH
REGISTRATION DEFAULT IF SUCH REGISTRATION DEFAULT HAS NOT BEEN CURED BY SUCH
DATE), THE COMPANY SHALL PAY IN CASH TO EACH PURCHASER 1% PER MONTH OF SUCH
PURCHASER'S AGGREGATE PURCHASE PRICE FOR