GlenRose Instruments Inc. 4% Convertible Debenture Due 2013 Investor Rights Agreement
EXHIBIT
10.2
4%
Convertible Debenture Due 2013
To
the
purchaser of a Debenture (as such term is defined below) of GlenRose Instruments
Inc., a Delaware corporation (the "Company"), identified on the signature page
of this Agreement.
Dear
Sir
or Madam:
This
will
confirm that in consideration of your purchase of the Debenture, the Company
covenants and agrees with you as follows:
1. Certain
Definitions.
As used
in this Agreement, the following terms shall have the following respective
meanings:
“2008
Private Placement”
shall
mean the private placement of the Debentures conducted by the Company commencing
____________, 2008.
“Commission”
shall
mean the Securities and Exchange Commission, or any other federal agency at
the
time administering the Securities Act.
“Common
Stock”
shall
mean the Common Stock, $0.01 par value per share, of the Company, as constituted
as of the date of this Agreement.
“Conversion
Shares”
shall
mean shares of Common Stock issued upon conversion of the
Debentures.
“Debentures”
shall
mean the 4% Convertible Debentures Due 2013 of the Company issued pursuant
to
the Subscription Agreement.
“Exchange
Act”
shall
mean the Securities Exchange Act of 1934, as amended, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as
the
same shall be in effect at the time.
“Holder”
shall
mean each purchaser of a Debenture pursuant to the Subscription Agreement and
each transferee of such securities or any Registrable Securities to whom any
such securities or Registrable Securities are transferred in compliance with
Section 2 of this Agreement.
“Outstanding
Options”
shall
have the meaning set forth in Section 10.
“Registration
Expenses”
shall
mean the expenses so described in Section 6.
“Registrable
Securities”
shall
mean the Conversion Shares or any shares issued upon any stock split, stock
dividend, recapitalization or similar event with respect to such Conversion
Shares, excluding Conversion Shares which have been (a) registered under the
Securities Act pursuant to an effective registration statement filed thereunder
and disposed of in accordance with the registration statement covering them,
or
(b) publicly sold pursuant to Rule 144 under the Securities
Act.
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“Securities
Act”
shall
mean the Securities Act of 1933, as amended, or any similar federal statute,
and
the rules and regulations of the Commission thereunder, all as the same shall
be
in effect at the time.
“Selling
Expenses”
shall
mean the expenses so described in Section 6.
“Subscription
Agreement”
shall
mean the Subscription Agreement dated as of _____________, 2008 with respect
to
your purchase of the Debentures
2. Restrictions
on Transfer.
(a)
The
Holder agrees not to make any disposition of all or any portion of the
Registrable Securities unless and until:
(i) there
is
then in effect a registration statement under the Securities Act covering such
proposed disposition and such disposition is made in accordance with such
registration statement; or
(ii) (A) the
transferee has agreed in writing to be bound by the terms of this Agreement,
(B) the Holder shall have notified the Company of the proposed disposition
and shall have furnished the Company with a detailed statement of the
circumstances surrounding the proposed disposition, and (C) if reasonably
requested by the Company, the Holder shall have furnished the Company with
an
opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of such shares under the Securities
Act.
(b) Notwithstanding
the provisions of subsection (a) above, no such restriction shall apply to
a
transfer by a Holder that is (A) a partnership transferring to its partners
or former partners in accordance with partnership interests, (B) a
corporation transferring to a wholly-owned subsidiary or a parent corporation
that owns all of the capital stock of the Holder, (C) a limited liability
company transferring to its members or former members in accordance with their
interest in the limited liability company, (D) a Holder transferring to its
affiliates provided such transfer is first approved by the Company and such
approval not to be unreasonable withheld or delayed, or (E) an individual
transferring to the Holder’s family member or trust for the benefit of an
individual Holder; provided
that in
each case the transferee will agree in writing to be subject to the terms of
this Agreement to the same extent as if he were an original Holder
hereunder.
(c) Each
certificate representing Registrable Securities shall be stamped or otherwise
imprinted with legends substantially similar to the following (in addition
to
any legend required under applicable state securities laws):
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD,
MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SALES UNDER THE SECURITIES ACT OF 1933, OR
AN
OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT.
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE PROVISIONS OF
A
CERTAIN INVESTOR RIGHTS AGREEMENT DATED _______________, 2008 AND MAY NOT BE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT
AGREEMENT.”
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(d) The
Company shall be obligated to reissue promptly unlegended certificates at the
request of the Holder if the Company has completed its Qualified Offering and
the Holder shall have obtained an opinion of counsel (which counsel may be
counsel to the Company) reasonably acceptable to the Company to the effect
that
the securities proposed to be disposed of may lawfully be so disposed of without
registration, qualification and legend.
(e) Any
legend endorsed on an instrument pursuant to applicable state securities laws
and the stop-transfer instructions with respect to such securities shall be
removed upon receipt by the Company of an order of the appropriate blue sky
authority authorizing such removal.
3. Required
Registration.
The
Company shall use all reasonable efforts to file within one hundred twenty
(120)
days following the earlier of: (i) the date that shares of the Common Stock
are
first quoted on the OTC Bulletin Board, (ii) the Company’s shares of Common
Stock are first listed on a U.S. national securities exchange or (iii) the
written request of the Holders who beneficially own $6,000,000 principal amount
of the Debentures or 857,143 shares of Common Stock, a registration statement
covering the sale of the Registrable Securities, and shall take all action
necessary to qualify the Registrable Securities under state “blue sky” laws as
hereinafter provided. The Company shall be entitled to include in any
registration statement referred to in this Section 3 shares of Common Stock
to
be sold by the Company for its own account.
4. Registration
Procedures.
Whenever the Company is required by the provisions of Section 3 to use
reasonable best efforts to effect the registration of any Registrable Securities
under the Securities Act, the Company will, as soon as reasonably
possible:
(a) prepare
and file with the Commission a registration statement on “shelf” registration
statement on Form S-1 or such other form of general applicability satisfactory
to Company providing for the registration and sale on a continuous or delayed
basis with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for the period of the
distribution contemplated thereby (determined as hereinafter
provided);
(b) prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be
necessary to keep such registration statement effective until the earliest
to
occur of (i) the date that all of the securities registered thereunder have
been
sold pursuant thereto or (ii) until, by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect, the securities registered
thereunder are no longer required to be registered for the sale thereof by
the
Holder without restriction.
(c) furnish
to each seller of Registrable Securities and to each underwriter, if any, such
number of copies of the registration statement and the prospectus included
therein (including each preliminary prospectus) as such persons reasonably
may
request in order to facilitate the public sale or other disposition of the
Registrable Securities covered by such registration statement;
(d) use
its
best efforts to register or qualify the Registrable Securities covered by such
registration statement under the securities or "blue sky" laws of such
jurisdictions as the sellers of the Shares and the Registrable Securities or,
in
the case of an underwritten public offering, the managing underwriter reasonably
shall request, provided,
however,
that
the Company shall not for any such purpose be required to qualify generally
to
transact business as a foreign corporation in any jurisdiction where it is
not
so qualified or to consent to general service of process in any such
jurisdiction;
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(e) use
its
best efforts to cause the Registrable Securities to be quoted on the OTC
Bulleting Board or to list the Registrable Securities covered by such
registration statement with any securities exchange on which the Common Stock
of
the Company is then listed; and
(f) make
available for inspection by each seller of Registrable Securities, any
underwriter participating in any distribution pursuant to such registration
statement, and any attorney, accountant or other agent retained by such seller
or underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company's officers, directors
and
employees to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement.
(g) provide
and cause to be maintained a transfer agent and registrar for all Registrable
Securities from and after a date not later than the effective date of such
Registration Statement.
(h) cooperate
with Holders including Registrable Securities in such registration and the
managing underwriters, if any, to facilitate the timely preparation and delivery
of amending or supplementing any prospectus supplement and any certificates
representing Registrable Securities to be sold.
(i) in
the
case of an underwritten offering, cause any one of the senior executive officers
of the Company to participate in the customary “road show” presentations that
may be reasonably requested by the underwriters and otherwise to facilitate,
cooperate with and participate in each proposed offering contemplated herein
and
customary selling efforts related thereto.
(j) in
connection with each registration hereunder, each seller of Registrable
Securities will furnish to the Company in writing such information with respect
to such seller and the proposed distribution by such seller as reasonably shall
be necessary in order to assure compliance with federal and applicable state
securities laws.
(k) in
connection with each registration pursuant to Section 3 covering an underwritten
public offering, the Company and the Holder agree to enter into a written
agreement with the managing underwriter selected by the Company containing
such
provisions as are customary in the securities business for such an arrangement
between such underwriter and companies of the Company's size and investment
stature.
5. Suspension
of Use of Registration Statement.
The
Holder agrees that, upon receipt of any notice from the Company of (A) the
happening of any event which makes any statements made in the registration
statement or related prospectus filed pursuant to this Investor Rights
Agreement, or any document incorporated or deemed to be incorporated therein
by
reference, untrue in any material respect or which requires the making of any
changes in such registration statement or prospectus so that, in the case of
such registration statement, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstance under
which they were made, not misleading or (B) that, in the judgment of the
Company’s Board of Directors, it is advisable to suspend use of the prospectus
for a discrete period of time due to pending corporate developments which are
or
may be material to the Company but have not been disclosed in the registration
statement or in relevant public filings with the Commission, or (C) the
Commission has issued a stop order suspending the effectiveness of the
registration statement, such Holder will forthwith discontinue disposition
of
such Registrable Securities covered by such registration statement or prospectus
until it is advised in writing by the Company that use of the applicable
prospectus may be resumed, and has received copies of any additional or
supplemented filings that are incorporated or deemed to be incorporated by
reference in such prospectus; provided, however, that the Company may not
suspend use of the prospectus pursuant to the foregoing clause (B) more than
90
consecutive calendar days or an aggregate of 120 calendar days in any
twelve-month period without incurring or accruing the obligation to pay
additional interest pursuant to Section 10. The Company shall use all reasonable
best efforts to insure that the use of the prospectus may be resumed as soon
as
practicable.
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6. Expenses.
All
expenses incurred by the Company in complying with Section 3, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel and independent public accountants for the Company,
fees and expenses (including counsel fees) incurred in connection with complying
with state securities or “blue sky” laws, fees of the National Association of
Securities Dealers, Inc., transfer taxes, fees of transfer agents and
registrars, costs of insurance and fees and disbursements of one counsel for
the
sellers of Registrable Securities, but excluding any Selling Expenses, are
called “Registration Expenses”. All underwriting discounts and selling
commissions applicable to the sale of Registrable Securities are called “Selling
Expenses”.
The
Company will pay all Registration Expenses in connection with the registration
statement under Section 3. All Selling Expenses in connection with each
registration statement under Section 3 shall be borne by the participating
sellers in proportion to the number of shares sold by each, or by such
participating sellers other than the Company (except to the extent the Company
shall be a seller) as they may agree.
7. Indemnification
and Contribution.
(a) In
the event of the registration of any Registrable Securities under the Securities
Act pursuant to Section 3, the Company will indemnify and hold harmless the
Holder and each other seller of such Shares and Registrable Securities
thereunder, each underwriter of such Registrable Securities thereunder and
each
other person, if any, who controls such seller or underwriter within the meaning
of the Securities Act, against any losses, claims, damages or liabilities,
joint
or several, to which such seller, underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based
upon any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such Registrable Securities
were registered under the Securities Act pursuant to Section 3, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission
to
state therein a material fact required to be stated therein or necessary to
make
the statements therein not misleading, and will reimburse each such seller,
each
such underwriter and each such controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however,
that the Company will not be liable in any such case if and to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
so
made in conformity with information furnished by any such seller, any such
underwriter or any such controlling person in writing specifically for use
in
such registration statement or prospectus.
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(b) In
the
event of a registration on behalf of the Holder of any of the Registrable
Securities under the Securities Act pursuant to Section 3, the Holder, severally
and not jointly, will indemnify and hold harmless the Company, each person,
if
any, who controls the Company within the meaning of the Securities Act, each
officer of the Company who signs the registration statement, each director
of
the Company, each underwriter and each person who controls any underwriter
within the meaning of the Securities Act, against all losses, claims, damages
or
liabilities, joint or several, to which the Company or such officer, director,
underwriter or controlling person may become subject under the Securities Act
or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement
under which such Registrable Securities was registered under the Securities
Act
pursuant to Section 3, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company and each such officer, director, underwriter
and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that the Holder will be liable hereunder
in any such case if and only to the extent that any such loss, claim, damage
or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information pertaining to the Holder furnished in writing to
the
Company by the Holder specifically for use in such registration statement or
prospectus, and provided, further, however, that the liability of the Holder
hereunder shall be limited to the proportion of any such loss, claim, damage,
liability or expense which is equal to the proportion that the public offering,
price of the shares sold by the Holder under such registration statement bears
to the total public offering price of all securities sold thereunder, but not
in
any event to exceed the proceeds received by the Holder from the sale of
Registrable Securities covered by such registration statement.
(c) Promptly
after receipt by an indemnified party hereunder of notice of the. commencement
of any action, such indemnified party shall, if a claim in respect thereof
is to
be made against the indemnifying party hereunder, notify the indemnifying party
in writing thereof, but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to such indemnified party
other than under this Section 6 and shall only relieve it from any liability
which it may have to such indemnified party under this Section 6 if and to
the
extent the indemnifying party is prejudiced by such omission. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall
be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such indemnified
party, and, after notice from the indemnifying party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 6 for
any
legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected, provided,
however,
that,
if the defendants in any such action include both the indemnified party and
the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying party, the indemnified party shall have the right to select
a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.
(d) In
order
to provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) the Holder exercising rights
under this Agreement, or any controlling person of the Holder, makes a claim
for
indemnification pursuant to this Section 6 but it is judicially determined
(by
the entry of a final judgment or decree by a court of competent jurisdiction
and
the expiration of time to appeal to the denial of the last right of appeal)
that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 6 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any the
Holder or any such controlling person in circumstances for which indemnification
is provided under this Section 6; then, and in each such case, the Company
and
the Holder will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
such proportion so that the Holder is responsible for the portion represented
by
the percentage that the public offering price, if any, of its Registrable
Securities offered by the registration statement bears to the public offering
price, if any, of all securities offered by such registration statement, and
the
Company is responsible for the remaining portion; provided, however, that,
in
any such case, (A) the Holder will not be ruled to contribute any amount in
excess of the public offering price, if any, of all such Registrable Securities
offered by it pursuant to such registration statement; and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution from any person
or
entity who was not guilty of such fraudulent misrepresentation.
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(e) No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement, compromise or consent to the entry of judgment
in
any pending or threatened action, suit or proceeding in respect to which any
indemnified party is or could have been a party and indemnity was or could
have
been sought hereunder by such indemnified party, unless such settlement,
compromise or consent (x) includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such action,
suit or proceeding and (y) does not include a statement as to or an admission
of
fault, culpability or a failure to act by or on behalf of any indemnified
party.
8. Rule
144 Reporting. With
a
view to making available the benefits of certain rules and regulations of the
Commission which may at any time permit the sale of the Registrable Securities
to the public without registration, at all times after 90 days after the
Qualified Offering or the Qualified Registration shall have become effective,
the Company agrees to:
(a) make
and
keep public information available, as those terms are understood and defined
in
Rule 144 under the Securities Act;
(b) use
reasonable efforts to file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act; and
(c) furnish
to the Holder forthwith upon request a written statement by the Company as
to
its compliance with the reporting requirements of such Rule 144 and of the
Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
by the Company as the Holder may reasonably request in availing the Holder
of
any rule or regulation of the Commission allowing the Holder to sell any
Registrable Securities without registration.
9. “Lockup”
Agreement.
The
Holder hereby agrees that such Holder shall not sell, transfer, make any short
sale of, grant any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale, any shares of
Common Stock (or other securities) of the Company held by the Holder for a
period specified by the representative of the underwriters of Common Stock
(or
other securities) of the Company not to exceed one hundred eighty (180) days
following the effective date of the Company’s Qualified Offering or Qualified
Registration.
10. Additional
Interest.
In the
event that a registration statement has not become effective by the deadline
specified in Section 3, additional interest will accrue on the Debentures at
a
rate per annum of 0.25% of the principal amount of the Debentures, payable
quarterly in arrears on the 15th
day of
October, January, April and July of each year.
11. Board
Designee and Information.
The
undersigned Holder shall have the right to nominate one nominee to the Company’s
board of directors (the “Board Designee”). The initial Board Designee of the
Holder shall be Xxxx Xxxx. At the meeting of the board of directors of the
Company scheduled for July 30, 2008 or within one month thereafter, the Company
shall appoint the Board Designee to the board of directors and shall, if
necessary, expand the board of directors by one member to create a vacancy
for
such purpose. In the event that the Board Designee ceases to be a member of
the
board of directors, so long as the undersigned Holder and its affiliates
collectively beneficially own at least $6,000,000 principal amount of the
Debentures or 857,143 shares of Common Stock, the undersigned Holder may select
another person as a nominee for the Board Designee to fill the vacancy created
thereby. All obligations of the Company pursuant to this Section 11 shall
terminate at such time as the undersigned and its affiliates collectively
beneficially own less than $6,000,000 principal amount of the Debentures or
857,143 shares of Common Stock. In the event that the Company is no longer
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall continue to provide the Holder, annual, quarterly and
current reports or other information and documents containing substantially
the
same information as would have been required to be filed with the Commission
had
the Company continued to be subject to such reporting
requirements.
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12. Miscellaneous.
(a) All
covenants and agreements contained in this Agreement by or on behalf of any
of
the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto (including without limitation
permitted transferees of any Shares or Registrable Securities), whether so
expressed or not.
(b) All
notices, requests, consents and other communications hereunder shall be in
writing and shall be mailed by certified or registered mail, return receipt
requested, postage prepaid, or telexed, in the case of non-U.S. residents,
addressed as follows:
if
to the
Company or any other party hereto, at the address of such party set forth in
the
Subscription Agreement;
if
to the
Holder, at the address of the Holder set forth in the Subscription
Agreement;
or,
in
any case, at such other address or addresses as shall have been furnished in
writing to the Company (in the case of the Holder) or to the Holder (in the
case
of the Company) in accordance with the provisions of this
paragraph.
(c) Notwithstanding
the place where this Agreement may be executed by any of the parties hereto,
all
the terms and provisions hereof shall be construed in accordance with and
governed by the laws of the Commonwealth of Massachusetts, without giving effect
to its conflict of law principles. Any dispute which may arise out of or in
connection with this Agreement shall be adjudicated before a court located
in
Boston, Massachusetts and the parties hereby submit to the exclusive
jurisdiction of the courts of the Commonwealth of Massachusetts located in
Boston, Massachusetts and of the federal courts in Boston, Massachusetts with
respect to any action or legal proceeding commenced by any party, and
irrevocably waive any objection they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court or respecting
the
fact that such court is an inconvenient forum, relating to or arising out of
this Agreement or any acts or omissions relating to the sale of the Shares,
and
each of the undersigned consents to the service of process in any such action
or
legal proceeding by means of registered or certified mail, return receipt
requested, in care of the address set forth below or such other address as
the
undersigned shall furnish in writing to the Company. In the event any such
action is brought, whether at law or in equity, then the prevailing party shall
be paid its reasonable attorney's fees, expenses and disbursements arising
out
of such action. Each of the undersigned hereby waives trial by jury in any
action or proceeding involving, directly or indirectly, any matter (whether
sounding in tort, contract, fraud or otherwise) in any way arising out of or
in
connection with this Agreement or the Holder’s purchase of a
Debenture.
(d) This
Agreement may not be xxxxxx or modified, and no provision hereof may be waived,
without the written consent of the Company and the Holders of at least a
majority of the outstanding Registrable Securities, including Xxxx Strategic
Partners IV, L.P. to the extent that Xxxx Strategic Partners IV, L.P.
beneficially owns any Registrable Securities.
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(e) This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
(f) The
obligations of the Company to register the Registrable Securities under this
Agreement shall terminate on the date that the Holders or any transferees of
such Holders who would require such registration to effect a sale of Registrable
Securities no longer beneficially own Registrable Securities.
(g) If
any
provision of this Agreement shall be held to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach
only
to such provision and shall not in any manner affect or render illegal, invalid
or unenforceable any other provision of this Agreement, and this Agreement
shall
be carried out as if any such illegal, invalid or unenforceable provision were
not contained herein.
Please
indicate your acceptance of the foregoing by signing and returning the enclosed
counterpart of this letter, whereupon this Agreement shall be a binding
agreement between the Company and you.
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Very
truly yours,
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By:
_________________________
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Name:
Xxxxxxx X. Xxxxxxxx
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Title:
Chief Financial Officer
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AGREED
TO
AND ACCEPTED as of
the
date
first above written.
By: ________________________
Name:
________________________
Title: ________________________
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