Registration Rights Agreement
This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February
___,
2008,
and
between Neuralstem, Inc., a Delaware corporation (the “Company”) and
CJ
CheilJedang Corporation, a Korean corporation
(“Purchaser”).
Section
1. Definitions.
Capitalized
terms used and not otherwise defined herein are
as
defined in the Securities Purchase Agreement.
For
purposes of this Agreement, the following terms shall have the following
respective meanings:
“1933
Act” means the Securities Act of 1933, as amended.
“1934
Act” means the Securities Exchange Act of 1934, as amended.
“Business
Day” means any day except Saturday, Sunday, any day which is a national legal
holiday in the United States or the Republic of Korea or any day on which
banking institutions in the State of New York or Seoul are authorized or
required by law or other governmental action to close.
“Common
Stock” means the common stock of the Company, par value $.01 per share, and any
other class of securities into which such securities may hereafter be
reclassified or changed into.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which
would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, rights, options, warrants or
other instrument that is at any time convertible into or exercisable or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.
“Eligible
Period” means the period (a) commencing from
the
Closing
Date (as defined in the Securities Purchase
Agreement)
and (b)
terminating when Purchaser is eligible to sell all the Registrable Shares
pursuant to Rule 144k.
“Register,”
“registered,” and “registration” refers to a registration effected by preparing
and filing a registration statement or similar document in compliance with
the
1933 Act, and the declaration or ordering of effectiveness of such registration
statement or document.
“Registrable
Shares” means the shares of common stock of the Company issued or issuable to
the Stockholder in accordance with the terms and conditions of the Securities
Purchase Agreement, and any securities of the Company issued as a dividend
on or
other distribution with respect to, or in exchange for or replacement of, such
common stock.Notwithstanding anything herein to the contrary, shares that may
be
resold immediately pursuant to Rule 144 without volume or manner restrictions
shall no longer be deemed Registrable Securities.
“Registration
Statement” means any registration statement described in Section
2 of
this Agreement.
“Rule
144” means Rule 144 promulgated under the 1933 Act.
“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule.
“Stockholder”
shall mean Purchaser and/or
any
assignee or transferee of Purchaser’s rights and obligations under this
Agreement.
–“SEC”
means the Securities and Exchange Commission.
“Securities
Purchase Agreement” shall mean that securities purchase agreement of even date
herewith between the Company and Purchaser.
Section
2. Registration
Rights.
(a) Piggyback
Registration.If
during
the first
ninety (90) days of the Eligible
Period, the Company proposes to register (for its own account, on behalf of
its
existing stockholders, or a combination of the foregoing) any of its common
stock under the 1933 Act in connection with a public offering of such common
stock solely for cash (other than a registration relating primarily to the
sale
of securities to participants in a Company stock plan or employee benefit plan,
a transaction covered by Rule 145 under the 1933 Act or the resale of securities
issued in such a transaction, a registration in which the only stock being
registered is Common Stock issuable upon conversion or exchange of debt
securities which are also being registered,
the
Company shall, at such time, give the Stockholder notice of such
registration
no later
than fifteen (15) Business Days before the date of filing.
Upon
the written request of the Stockholder, given within seven
(7)
Business
Days
after notice has been given by the Company, the Company shall, subject to
this
Section
2(a)(i)
-
(iii),
cause
to be registered under the 1933 Act all of the Registrable Shares that the
Stockholder has requested to be registered.
If the
Stockholder decides not to include all or portion of its Registrable Shares
in
any registration statement filed by the Company, the Stockholder shall
nevertheless continue to have the right to include any Registrable Shares in
any
subsequent registration statement or registration statements as may be filed
by
the Company with respect to offerings of its securities, all upon the terms
and
conditions set forth herein.
(i) In
connection with any underwritten public offering
under
this Section 2(a),
the
Company shall not be required to include any of the Stockholder Registrable
Shares in such underwriting unless the Stockholder accepts the terms of the
underwriting as agreed upon between the Company and the underwriters for the
offering (which underwriters shall be selected by the Company).
(ii)
If
the
total amount of securities, including Registrable Shares, requested to be
included in an underwritten public offering exceeds the amount of securities
that the underwriters determine in their sole discretion is compatible with
the
success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Shares,
which the underwriters determine in their sole discretion will not jeopardize
the success of the offering. In such event, the Company may reduce the number
of,
but not
exclude in their entirety,
Registrable Shares to be included in the offering concurrently
with
reducing
or excluding the shares proposed to be offered by the Company, the holders
of
registration rights under the existing registration rights agreement;
provided that if any other selling shareholder are included in the offering,
the
Company shall use its reasonable best efforts so that the number of shares
that
is actually included in the underwritten public offering, including Registrable
Shares, is in proportion, as nearly as practicable, to the respective amounts
of
shares held by each holder of the shares requested to be included; provided,
further, that the number of Registrable Shares to be included in such
underwritten public offering shall not be reduced to a number of shares, the
reasonably anticipated aggregate price to the public of which (before deduction
of underwriting discounts and commissions) would equal less than the
Subscription Amount (as defined in the Securities Purchase Agreement), without
the prior consent of the Stockholder.
(iii) If
at any
time the SEC takes the position that the offering of some or all of the
Registrable Shares in a Registration Statement is not eligible to be made on
a
delayed or continuous basis under the provisions of Rule 415 under the 1933
Act,
the Company shall use its reasonable best efforts to persuade the SEC that
the
offering contemplated by the Registration Statement is a valid secondary
offering and not an offering “by or on behalf of the issuer” as defined in Rule
000.Xx the event that, despite the Company’s reasonable best efforts and
compliance with the terms of this Section 2(a)(iii)
the SEC refuses to alter its position, the Company shall,
upon
obtaining consent of the Stockholder,
(i)
remove from the Registration Statement such portion of the Registrable Shares
(the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations
on the registration and resale of the Registrable Shares as the SEC may require
to assure the Company’s compliance with the requirements of Rule 415.Within 9
months of the initial registration filed hereunder being declared effective,
the
Company shall file an additional registration statement containing the Cut
Back
Shares.With regard to the new Registration Statement, all of the provisions
of
this Section 2(a)(iii)
shall again be applicable to the Cut Back Shares.
(b) Demand
Registration.
If on
or after the ninety first (91st) day of the Eligible Period the Company shall
receive a written request froma Stockholder that the Company file a registration
statement under the 1933 Act covering the registration of all of the Registrable
Shares then outstanding, then the Company shall, within seven (7) Business
Days
of the receipt of such written request, give written notice of such request
(“Request Notice”) to all Stockholder, and use its best efforts to effect, as
soon as practicable, the registration under the 1933 Act of all Registrable
Shares that the Stockholders request to be registered and included in such
registration by written notice given by such Stockholders to the Company within
fifteen (15) Business Days after receipt of the Request Notice.
Section
3. Obligations
of the Company and Stockholder.Whenever
required to effect the registration of any Registrable Shares under this
Agreement the Company shall, as expeditiously as reasonably
possible:
(a) Prepare
and file
with
the
SEC a
Registration Statement with respect
to such
Registrable Shares and use its best efforts to cause such
Registration Statement to
become
effective; provided, however, that
the
Company shall not
be
required to keep any such Registration Statement effective for more than ninety
(90) days;
(b) Furnish
to the Stockholder copies of
a
prospectus (including
any
preliminary prospectus)
and, as
soon as reasonably possible after the effectiveness of the Registration
Statement, furnish to the Stockholder such numbers of copies of a final
prospectus in conformity with the requirements of the 1933 Act, and such other
documents as the Stockholder may reasonably request, in order to facilitate
the
resale or other disposition of Registrable Shares owned by it;
(c) Use
its
best efforts to register and qualify the securities covered by such Registration
Statement under such other securities or “blue sky” laws of such jurisdictions
as shall be reasonably requested by the Stockholders; provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in
any
such states or jurisdictions;
(d) In
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement in usual and customary form, with
the managing underwriter(s) of such offering.Each Stockholder participating
in
such underwriting shall also enter into and perform its obligations under such
an agreement;
(e) Furnish,
at the request of any Stockholder requesting registration of Registrable Shares,
on the date that such Registrable Shares are delivered to the underwriter(s)
for
sale, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the
Registration Statement with respect to such securities becomes effective, (i)
an
opinion, dated as of such date, of the counsel representing the Company for
the
purposes of such registration, in form and substance as is customarily given
to
underwriters in an underwritten public offering and reasonably satisfactory
to a
majority in interest of the Stockholders requesting registration, addressed
to
the underwriters, if any, and to the Stockholders requesting registration of
Registrable Shares and (ii) a “comfort” letter dated as of such date, from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering and reasonably satisfactory
to a
majority in interest of the Stockholders requesting registration, addressed
to
the underwriters, if any, and to the Stockholders requesting registration of
Registrable Shares.
Section
4. Obligations
of the Stockholder.
(a) Stockholder
shall furnish in writing to the Company such information regarding itself,
the
Registrable Shares held by it and the intended method of disposition of the
Registrable Shares held by it, as shall be reasonably required to effect the
registration of such Registrable Shares and shall execute such documents in
connection with such registration as the Company may reasonably xxxxxxx.Xx
least
ten
(10)
Business Days prior to the first anticipated filing date of any Registration
Statement, the Company shall notify Stockholder of the information the Company
requires from such Stockholder if such Stockholders elects to have any of the
Registrable Shares included in the Registration Statement.Stockholder shall
provide such information to the Company at least two (2) Business Days prior
to
the first anticipated filing date of such Registration Statement if Stockholder
elects to have any of the Registrable Shares included in the Registration
Statement.
(b) Stockholder
agrees to cooperate with the Company as reasonably requested by the Company
in
connection with the preparation and filing of a Registration Statement
hereunder, unless Stockholderr has notified the Company in writing of its
election to exclude all of its Registrable Shares from such Registration
Statement.
Section
5. Amendments.
With
respect to a Registration Statement filed pursuant to Section 2
of this
Agreement, the Company shall prepare and file with the SEC such amendments
to
the Registration Statement and amendments or supplements to the prospectus
contained therein as may be necessary to keep such Registration Statement
effective and such Registration Statement and prospectus accurate and complete
for the entire period for which the Registration Statement remains
effective.
Section
6. Notices.The
Company shall:
(a)
Notify
the Stockholder, promptly after it shall receive notice thereof, of the date
and
time when any Registration Statement and each post-effective amendment thereto
has become effective;
(b)
Notify
the Stockholder promptly of any request by the SEC for the amending or
supplementing of any Registration Statement or prospectus or for additional
information;
(c)
Notify
the Stockholder, at any time when a prospectus relating to the Registrable
Shares is required to be delivered under the Securities Act, of any event which
would cause any such prospectus or any other prospectus as then in effect to
include an 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 circumstances under which they were made, not misleading,
promptly prepare and file with the SEC, and promptly notify the Stockholder
of
the filing of, such amendments or supplements to any Registration Statement
or
prospectus as may be necessary to correct any such statements or
omissions;
(d)
Notify
Stockholder, promptly after it shall receive notice of the issuance of any
stop
order by the SEC suspending the effectiveness of any Registration Statement
or
the initiation or threatening of any proceeding for that purpose and promptly
use commercially reasonable efforts to prevent the issuance of any stop order
or
to obtain its withdrawal if such stop order should be issued.
Section
7. Conditions
and Limitations On Registration Rights.The
registration rights granted by this Agreement are subject to the following
additional conditions and limitations:
(a) Amended
Or Supplemented Prospectus.
The
Stockholder agrees that, upon receipt of any notice from the Company that
suspends an effective Registration Statement, the Stockholder shall forthwith
discontinue disposition of Registrable Shares until such Stockholder's receipt
of copies of a supplemented or amended prospectus from the Company, or until
it
is advised in writing by the Company that the use of the prospectus may be
resumed, and has received copies of any additional or supplemental filings
which
are incorporated by reference in the prospectus. If so directed by the Company,
the Stockholder will deliver to the Company all copies of the prospectus
covering such Registrable Shares current at the time of receipt of such notice
of suspension.
(b)
Discontinued
Disposition. By its acquisition of Registrable Shares, Stockholder agrees that,
upon receipt of a notice from the Company of:
(i) the
issuance by the SEC
or any
other federal or state governmental authority of any stop order suspending
the
effectiveness of a Registration Statement covering any or all of the Registrable
Shares or the initiation of any proceedings for that purpose; (ii) the receipt
by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Shares
for sale in any jurisdiction, or the initiation or threatening of any proceeding
for such purpose; (iii) the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in a Registration Statement or
prospectus or any document incorporated or deemed to be incorporated therein
by
reference untrue in any material respect or that requires any revisions to
a
Registration Statement, prospectus or other documents so that, in the case
of a
Registration Statement or the prospectus, as the case may be, 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 circumstances under which they were made, not misleading; and
(iv) of the occurrence or existence of any pending corporate development with
respect to the Company that the Company reasonably
believes
may be material and that, in the
reasonable
determination of the Company, makes it not in the best interest of the Company
to allow continued availability of a Registration Statement or prospectus,
Stockholder will forthwith discontinue disposition of such Registrable Shares
under a Registration Statement until it is advised in writing (the “Advice”) by
the Company that the use of the applicable prospectus (as it may have been
supplemented or amended) may be resumed.The Company will use its best efforts
to
ensure that the use of the prospectus may be resumed as promptly as it
practicable.Any such information provided to Stockholder by the Company shall
remain confidential to Stockholder until such information otherwise becomes
public, unless disclosure by the Stockholder is required by law; provided,
further, that notwithstanding Stockholder’s agreement to keep such information
confidential, each such Stockholder
makes no
acknowledgement that any such information is material, non-public
information.
Section
8. Indemnification.
(a) The
Company will indemnify the Stockholder, each of its officers, directors and
partners, legal counsel, agents and each person controlling the Stockholder
within the meaning of Section 15 of the 1933 Act
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with
respect to which registration, qualification or compliance has been effected
pursuant to this Agreement, and each underwriter, if any, and each person who
controls any underwriter within the meaning of Section 15 of the 1933
Act
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against
all expenses, claims, losses, damages and liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, (commenced or threatened), arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, or other document, or any amendment or
supplement thereto, incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein
a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or any violation by the Company of the 1933 Act, the 1934 Act,
and
any state securities laws or any rule, regulation or qualification promulgated
thereunder, and the Company will reimburse the Stockholder, each of its
officers, directors, and partners, legal counsel, agents and each person
controlling the Stockholder, each such underwriter and each person who controls
any such underwriter, for any legal and any other expenses reasonably incurred,
in connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, PROVIDED, HOWEVER, that the Company will not be
liable to
any of
the aforementioned person in
any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in conformity with written
information furnished to the Company by such
person expressly
for use therein.
The
foregoing indemnity is subject to the condition that, insofar as it relates
to
any such untrue statement, alleged untrue statement, omission or alleged
omission made in a preliminary prospectus on file with the SEC at the time
the
registration statement becomes effective or the amended prospectus filed with
the SEC pursuant to Rule 424(b), as amended from time to time (the “Final
Prospectus”), such indemnity shall not inure to the benefit of: (a) the
Stockholder (i) if a copy of the Final Prospectus was not furnished by the
Stockholder to the person asserting the loss, liability, claim or damage at
or
prior to the time such action as required by the 1933 Act and such Final
Prospectus would have cured the defect giving rise to the loss, liability,
claim
or damage or (ii) to the extent that such untrue statement, alleged untrue
statement, omission or alleged omission is made in reliance upon and in
conformity with written information furnished to the Company by the Stockholder
expressly for use therein, or (b) any underwriter (i) if a copy of the Final
Prospectus was not furnished to the person asserting the loss, liability, claim
or damage at or prior to the time such action as required by the 1933 Act and
the Final Prospectus would have cured the defect giving rise to the loss,
liability, claim or damage or (ii) to the extent that such untrue statement,
alleged untrue statement, omission or alleged omission is made in reliance
on
and in conformity with written information furnished to the Company by the
underwriter for use therein.
(b) The
Stockholder will, if Registrable Shares held by the Stockholder are included
in
the securities as to which such registration, qualification or compliance is
being effected, indemnify the Company, each of its directors and officers,
each
underwriter, if any, of the Company's securities covered by such a registration
statement, each person who controls the Company or such underwriter within
the
meaning of Section 15 of the 1933 Act
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against
all expenses, claims, losses, damages and liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation (commenced or threatened), arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
such
registration statement, prospectus, offering circular or other document, or
any
amendment or supplement thereto, incident to such registration, qualification
or
compliance, or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and
will
reimburse the Company, such directors, officers, persons, underwriters or
control persons for any legal and any other expenses reasonably incurred, in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by the Stockholder expressly for use therein.
Notwithstanding the foregoing, the liability of the Stockholder under this
Section 8 shall be limited to an amount equal to the net proceeds received
by
the Stockholder from the sale of shares in such registration.
(c) Each
party entitled to indemnification under this Section 8 (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who
shall
conduct the defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld), and
the
Indemnified Party may participate in such defense at such party's expense,
and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Agreement, unless the failure to give such notice is materially
prejudicial to an Indemnifying Party's ability to defend such action, and
provided further that an Indemnified Party shall have the right to retain its
own counsel, with the fees and expenses of such counsel to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other
party
represented by such counsel in such proceeding. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of
each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff
to such
Indemnified Party of a release from all liability in respect to such claim
or
litigation.
(d) If
the
indemnification provided for in this Section 8 is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any
losses, claims, damages or liabilities referred to herein, the Indemnifying
Party, in lieu of indemnifying such Indemnified Party thereunder, shall to
the
extent permitted by applicable law contribute to the amount paid or payable
by
such Indemnified Party as a result of such loss, claim, damage or liability
in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other
in
connection with the violation(s) that resulted in such loss, claim, damage
or
liability, as well as any other relevant equitable considerations. The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by a court of law by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the Indemnifying Party or by the
Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided, that in no event shall any contribution by the Stockholder hereunder
exceed the net proceeds from the offering received by the
Stockholder.
(e) The
obligations of the Company and the Stockholder under this Section 8 shall
survive completion of any offering of Registrable Securities in a registration
statement and the termination of this Agreement.
Section
9. Expenses
of Registration.
The
Company shall pay all registration, filing and qualification fees (including
SEC
filing fees and the listing fees of the NASDAQ Stock Market or any stock
exchange on which the Company securities are traded) attributable to the
Registrable Shares registered under this Agreement, and any legal, accounting
or
other professional fees or expenses incurred by the Company. The Stockholder
shall pay all underwriting discounts, selling commissions and stock transfer
taxes, if any, attributable to the sale of such securities registered by the
Stockholder and any legal, accounting or other professional fees incurred by
the
Stockholder.
Section
10. Market
Stand-Off.
The
Stockholder agrees that, upon the request of the underwriters managing any
underwritten public offering of the Company's securities in connection with
an
effective registration statement under the 1933 Act, it will not offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase,
or
otherwise transfer or dispose of, directly or indirectly, the Registrable Shares
other than those included in the registration, without the prior written consent
of such underwriters, for such period of time, not to exceed 180 days (or such
lesser period as executive officers or directors of the Company are so
restricted with respect to the transfer of shares of common stock of the Company
held by them) after the effective date of the registration statement relating
thereto, provided that such registration was filed as a result of the exercise
by Stockholder of its rights pursuant to Section 2.The Stockholder agrees that,
if requested by the underwriters for such an offering, it will enter into a
lock-up agreement directly with the underwriters on substantially the same
terms
and conditions as described above. The Stockholder agrees that the Company
may
instruct its transfer agent to place stop-transfer notations in its records
to
enforce the provisions of this Section 10.
Section
11. Right
of First Refusal.If
the
Company shall propose to sell any Common Stock Equivalent while the Stockholder
holds any Registrable Shares (other than a sale of securities to participants
in
a Company stock plan or employee benefit plan, a transaction covered by Rule
145
under the 1933 Act or the resale of securities issued in such a transaction,
or
a strategic transaction with an operating company the primary purpose of such
transaction being other than financing), then the Company, prior to issuing
any
such Common Stock Equivalents, shall give written notice (the “Offer Notice”) to
the Stockholder.The Offer Notice shall describe the terms and conditions upon
which the Company proposes to sell such Common Stock Equivalents.The Offer
Notice shall constitute an irrevocable offer by the Company to sell the
Stockholder’ a participating share of such Common Stock Equivalents to the
Stockholder on the same terms and conditions as set forth in the Offer Notice
in
an amount equal to the Stockholder’s overall ownership of the Xxxxxxx.Xx way of
example, in the event the Stockholder owns 3% of the Company, the Stockholder
shall be entitled to purchase 3% of the Common Stock Equivalents being sold.
The
Stockholder shall have ten (10) Business Days after its receipt of the Offer
Notice to send to the Company a written notice (the “Acceptance Notice”)
indicating that the Stockholder wishes to purchase such Common Stock Equivalents
on such terms and conditions.If the Company does not receive the Acceptance
Notice within such ten (10) Business Day period, then the Company shall have
two
(2) months thereafter to sell such Common Stock Equivalents to one or more
third
parties on terms and conditions no more favorable to such third parties than
those specified in the Offer Xxxxxx.Xx the event the Company has not sold all
such Common Stock Equivalents within such 2-month period, the Company shall
not
thereafter sell such Common Stock Equivalents without first again offering
such
Common Stock Equivalents to the Stockholder in the manner provided above in
this
Section 11.
Section
12. Assignment
of Registration Rights and Right of First Refusal.The
rights to cause the Company to register Registrable Shares pursuant to Section
2
and the right of first refusal pursuant to Section 11 may be assigned by
Stockholder to a transferee or assignee of Registrable Shares who acquire the
same in compliance with the Securities Purchase Agreement.
Section
13. Miscellaneous.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
By:
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Xxxxxxx
Xxxx
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Its:
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Chief
Executive Officer
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PURCHASER:
|
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CJ
CHEILJEDANG CORPORATION
|
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By:
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Jin
Xxx Xxx
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Its:
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