Exhibit 4.1 Form of Subscription Agreement
VELOCITY ASSET MANAGEMENT, INC.
SUBSCRIPTION AGREEMENT
The undersigned (hereinafter "Subscriber") hereby confirms
his/her/its
subscription for the purchase of Units (the
"Units" or "Securities"), each Unit
consists of (i) one share of common stock,
par value $.001 per share (the
"Common Stock") of Velocity Asset
Management, Inc., a Delaware corporation (the
"Company") and (ii) a warrant to purchase
one-fifth of one share of Common Stock
(the "Warrant"), on the terms described
below. Capitalized terms used and not
otherwise defined herein shall have the
meanings set forth for such terms in the
Company's Confidential Term Sheet, dated as
of August 23, 2004 (as amended or
supplemented, and together with all
documents and filings attached thereto, the
"Memorandum").
In connection with this subscription, Subscriber and the Company
agree
as follows:
1.
Purchase and Sale of the Securities.
-----------------------------------
(a) The
Company hereby agrees to issue and to sell to Subscriber,
and Subscriber hereby agrees to purchase
from the Company, the number of Units
at a price equal to $1.50 per Unit and for
the aggregate subscription amount set
forth on the signature page hereto. Upon
the acceptance of this Subscription
Agreement by the Company, the Company shall
issue and deliver to Subscriber (or
the Escrow Agent if the Minimum Offering
has not yet been satisfied) the
following: (i) a share certificate for
shares of Common Stock and (ii) a Warrant
Agreement evidencing the right to purchase
shares of Common Stock (each
evidencing the number of shares of Common
Stock corresponding to the number of
Units subscribed for), against payment in
U.S. Dollars of the Purchase Price (as
defined below) to the Company or if the
Minimum Offering has not yet been
satisfied, to the Escrow Agent.
(b) Subscriber
has hereby delivered and paid concurrently herewith
the purchase price (the "Purchase Price")
set forth on the signature page hereof
required to purchase the Securities
subscribed for hereunder which amount has
been paid in U.S. Dollars by cash, wire
transfer or check, subject to
collection, to the order of "Brown Rudnick
Berlack Israels LLP as Escrow Agent."
(c) Subscriber
understands and acknowledges that this subscription
is part of a proposed placement by the
Company of up to 3,500,000 Units or such
greater number as will result in net
proceeds of $5,250,000, which offering is
being made on a "best efforts - all or
none" basis for a minimum of 350,000
Units or such lesser number as will result
in net proceeds of $525,000 (the
"Minimum Offering") and a maximum of
3,500,000 Units or such greater number as
will result in net proceeds of $5,250,000
(the "Maximum Offering"). Subscriber
understands that payments hereunder as to
the Minimum Offering will be held in
an escrow account established by the
Company, and released to the Company if the
Minimum Offering is reached within the
Offering Period (as described in the
Memorandum) or any extended period. If the
Minimum Offering is not obtained
within the Offering Period or any extended
period, the funds held therein will
be returned to the investors without
interest or deduction. Subscriber also
understands that all funds received
hereunder after the Minimum Offering is
reached will be made immediately available
to the Company.
2.
Representations and Warranties of Subscriber. Subscriber represents
and
warrants to the Company as follows:
(a) Subscriber
is an "accredited investor" as defined by Rule 501
under the Securities Act of 1933, as
amended (the "Act"), and Subscriber is
capable of evaluating the merits and risks
of Subscriber's investment in the
Company and has the capacity to protect
Subscriber's own interests.
(b) Subscriber
understands that the Securities are not presently
registered, but Subscriber is entitled to
certain rights with respect to the
registration of the Units (see Section 5
below).
<PAGE>
(c) Subscriber
acknowledges and understands that the Securities
are being purchased for investment purposes
and not with a view to distribution
or resale, nor with the intention of
selling, transferring or otherwise
disposing of all or any part thereof for
any particular price, or at any
particular time, or upon the happening of
any particular event or circumstances,
except selling, transferring, or disposing
the Securities made in full
compliance with all applicable provisions
of the Act, the rules and regulations
promulgated by the Securities and Exchange
Commission ("SEC") thereunder, and
applicable state securities laws; and that
an investment in the Securities is
not a liquid investment.
(d) Subscriber
acknowledges that the Securities must be held
indefinitely unless subsequently registered
under the Act or unless an exemption
from such registration is available.
Subscriber is aware of the provisions of
Rule 144 promulgated under the Act which
permit limited resale of common stock
purchased in a private placement subject to
the satisfaction of certain
conditions, including, among other things,
the existence of a public market for
the common stock, the availability of
certain current public information about
the Company, the resale occurring not less
than one year after a party has
purchased and paid for the security to be
sold, the sale being effected through
a "broker's transaction" or in transactions
directly with a "market maker" and
the number of shares of common stock being
sold during any three-month period
not exceeding specified limitations.
(e) Subscriber
acknowledges that Subscriber has had the
opportunity to ask questions of, and
receive answers from the Company or any
person acting on its behalf concerning the
Company and its business and to
obtain any additional information, to the
extent possessed by the Company (or to
the extent it could have been acquired by
the Company without unreasonable
effort or expense) necessary to verify the
accuracy of the information received
by Subscriber. In connection therewith,
Subscriber acknowledges that Subscriber
has had the opportunity to discuss the
Company's business, management and
financial affairs with the Company's
management or any person acting on its
behalf. Subscriber has received and
reviewed the Memorandum, and all the
information, both written and oral, that it
desires. Without limiting the
generality of the foregoing, Subscriber has
been furnished with or has had the
opportunity to acquire, and to review, (i)
copies of all of the Company's
publicly available documents, including but
not limited to, those attached to
the Memorandum, and (ii) all information,
both written and oral, that it desires
with respect to the Company's business,
management, financial affairs and
prospects. In determining whether to make
this investment, Subscriber has relied
solely on Subscriber's own knowledge and
understanding of the Company and its
business based upon Subscriber's own due
diligence investigations and the
information furnished pursuant to this
paragraph. Subscriber understands that no
person has been authorized to give any
information or to make any
representations which were not furnished
pursuant to this paragraph and
Subscriber has not relied on any other
representations or information.
(f) Subscriber
has all requisite legal and other power and
authority to execute and deliver this
Subscription Agreement and to carry out
and perform Subscriber's obligations under
the terms of this Subscription
Agreement. This Subscription Agreement
constitutes a valid and legally binding
obligation of Subscriber, enforceable in
accordance with its terms, and subject
to laws of general application relating to
bankruptcy, insolvency and the relief
of debtors and rules of law governing
specific performance, injunctive relief or
other general principals of equity, whether
such enforcement is considered in a
proceeding in equity or law.
(g) Subscriber
has carefully considered and has discussed with the
Subscriber's professional legal, tax,
accounting and financial advisors, to the
extent the Subscriber has deemed necessary,
the suitability of this investment
and the transactions contemplated by this
Subscription Agreement for the
Subscriber's particular federal, state,
local and foreign tax and financial
situation and has determined that this
investment and the transactions
contemplated by this Subscription Agreement
are a suitable investment for the
Subscriber. Subscriber relies solely on
such advisors and not on any statements
or representations of the Company or any of
its agents. Subscriber understands
that Subscriber (and not the Company) shall
be responsible for Subscriber's own
tax liability that may arise as a result of
this investment or the transactions
contemplated by this Subscription
Agreement.
(h) This
Subscription Agreement does not contain any untrue
statement of a material fact concerning
Subscriber.
(i) There are
no actions, suits, proceedings or investigations
pending against Subscriber or Subscriber's
properties before any court or
governmental agency (nor, to Subscriber's
knowledge, is there any threat
<PAGE>
thereof) which would impair in any way
Subscriber's ability to enter into and
fully perform Subscriber's commitments and
obligations under this Subscription
Agreement or the transactions contemplated
hereby.
(j) The
execution, delivery and performance of and compliance with
this Subscription Agreement, and the
issuance of the Securities will not result
in any material violation of, or conflict
with, or constitute a material default
under, any of Subscriber's articles of
incorporation or bylaws, if applicable,
or any of Subscriber's material agreements
nor result in the creation of any
mortgage, pledge, lien, encumbrance or
charge against any of the assets or
properties of Subscriber or the
Securities.
(k) Subscriber
acknowledges that the Securities are speculative
and involve a high degree of risk and that
Subscriber can bear the economic risk
of the purchase of the Securities,
including a total loss of his/her/its
investment.
(l) Subscriber
acknowledges that he/she/it has carefully reviewed
and considered the risk factors discussed
in the "Risk Factors" section of the
Memorandum.
(m) Subscriber
recognizes that no federal, state or foreign agency
has recommended or endorsed the purchase of
the Securities.
(n) Subscriber
is aware that the Securities are and will be, when
issued, "restricted securities" as that
term is defined in Rule 144 of the
general rules and regulations under the
Act.
(o) Subscriber
understands that any and all certificates
representing the Securities and any and all
securities issued in replacement
thereof or in exchange therefor shall bear
the following legend or one
substantially similar thereto, which
Subscriber has read and understands:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS
AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR
AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN
THE
OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE."
(p) In
addition, the certificates representing the Securities, and
any and all securities issued in
replacement thereof or in exchange therefor,
shall bear such legend as may be required
by the securities laws of the
jurisdiction in which Subscriber
resides.
(q) Because of
the restrictions imposed on resale, Subscriber
understands that the Company shall have the
right to note stop-transfer
instructions in its stock transfer records,
and Subscriber has been informed of
the Company's intention to do so. Any
sales, transfers, or any other
dispositions of the Securities by
Subscriber, if any, will be in compliance with
the Act.
(r) Subscriber
acknowledges that Subscriber has such knowledge and
experience in financial and business
matters that he is capable of evaluating
the merits and risks of an investment in
the Securities and of making an
informed investment decision.
(s) Subscriber
represents that (i) Subscriber is able to bear the
economic risks of an investment in the
Securities and to afford the complete
loss of the investment; and (ii) (A)
Subscriber could be reasonably assumed to
have the capacity to protect his/her/its
own interests in connection with this
subscription; or (B) Subscriber has a
pre-existing personal or business
<PAGE>
relationship with either the Company or any
affiliate thereof of such duration
and nature as would enable a reasonably
prudent purchaser to be aware of the
character, business acumen and general
business and financial circumstances of
the Company or such affiliate and is
otherwise personally qualified to evaluate
and assess the risks, nature and other
aspects of this subscription.
(t) Subscriber
further represents that the address set forth below
is his/her principal residence (or, if
Subscriber is a company, partnership or
other entity, the address of its principal
place of business); that Subscriber
is purchasing the Securities for
Subscriber's own account and not, in whole or
in part, for the account of any other
person; Subscriber is purchasing the
Securities for investment and not with a
view to resale or distribution; and
that Subscriber has not formed any entity
for the purpose of purchasing the
Securities.
(u) Subscriber
understands that the Company shall have the
unconditional right to accept or reject
this subscription, in whole or in part,
for any reason or without a specific
reason, in the sole and absolute discretion
of the Company (even after receipt and
clearance of Subscriber's funds). This
Subscription Agreement is not binding upon
the Company until accepted by an
authorized officer of the Company. In the
event that the subscription is
rejected, then Subscriber's subscription
funds will be returned without interest
thereon or deduction therefrom.
(v) Subscriber
has not been furnished with any oral representation
or oral information in connection with the
offering of the Securities that is
not contained in the Memorandum and this
Subscription Agreement.
(w) Subscriber
represents that Subscriber is not subscribing for
Securities as a result of or subsequent to
any advertisement, article, notice or
other communication published in any
newspaper, magazine or similar media or
broadcast over the Internet, television or
radio or presented at any seminar or
meeting.
(x) Subscriber
has carefully read this Subscription Agreement and
the Memorandum, and Subscriber has
accurately completed the Purchaser
Questionnaire which accompanies this
Subscription Agreement.
(y) No
representations or warranties have been made to Subscriber
by the Company, or any officer, employee,
agent, affiliate or subsidiary of the
Company, other than the representations of
the Company contained herein, and in
subscribing for the Securities the
Subscriber is not relying upon any
representations other than those contained
in the Memorandum or in this
Subscription Agreement.
(z) Subscriber
represents and warrants, to the best of its
knowledge, that other than the Placement
Agent, no finder, broker, agent,
financial advisor or other intermediary,
nor any purchaser representative or any
broker-dealer acting as a broker, is
entitled to any compensation in connection
with the transactions contemplated by this
Subscription Agreement.
3.
Representations, Warranties and Covenants of the Company. The
Company
represents, warrants and covenants to
Subscriber as follows:
(a) The
Company is duly organized and validly exists as a
corporation in good standing under the laws
of the State of Delaware.
(b) The
Company has all such corporate power and authority to
enter into, deliver and perform this
Subscription Agreement.
(c) All
necessary corporate action has been duly and validly taken
by the Company to authorize the execution,
delivery and performance of this
Subscription Agreement by the Company, and
the issuance and sale of the
Securities to be sold by the Company
pursuant to this Subscription Agreement.
This Subscription Agreement has been duly
and validly authorized, executed and
delivered by the Company and constitutes
the legal, valid and binding obligation
of the Company enforceable against the
Company in accordance with its terms,
except as the enforceability thereof may be
limited by bankruptcy, insolvency,
reorganization, moratorium or other similar
laws affecting the enforcement of
creditors' rights generally and by general
equitable principles.
<PAGE>
4.
Indemnification. Subscriber agrees to indemnify and hold harmless
the
Company, its officers, directors,
employees, shareholders and affiliates, and
any person acting on behalf of the Company,
from and against any and all damage,
loss, liability, cost and expense
(including reasonable attorneys' fees) which
any of them may incur by reason of the
failure by Subscriber to fulfill any of
the terms and conditions of this
Subscription Agreement, or by reason of any
breach of the representations and
warranties made by Subscriber herein, or in
any other document provided by Subscriber
to the Company. All representations,
warranties and covenants of each of
Subscriber and the Company contained herein
shall survive the acceptance of this
subscription.
5.
Registration Rights. In consideration of the investment in the
Company
described in this Agreement and the
Memorandum, the Company hereby grants to the
Subscriber the registration rights set
forth on Annex A attached hereto.
6.
Miscellaneous.
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(a) Subscriber
agrees not to transfer or assign this Subscription
Agreement or any of Subscriber's interest
herein and further agrees that the
transfer or assignment of the Securities
acquired pursuant hereto shall be made
only in accordance with all applicable
laws.
(b) Subscriber
agrees that Subscriber cannot cancel, terminate, or
revoke this Subscription Agreement or any
agreement of Subscriber made
hereunder, and this Subscription Agreement
shall survive the death or legal
disability of Subscriber and shall be
binding upon Subscriber's heirs,
executors, administrators, successors, and
permitted assigns.
(c) Subscriber
has read and has accurately completed this entire
Subscription Agreement.
(d) This
Subscription Agreement constitutes the entire agreement
among the parties hereto with respect to
the subject matter hereof and may be
amended only by a written execution by all
parties.
(f) Subscriber
acknowledges that it has been advised to consult
with his/her/its own attorney regarding
this subscription and Subscriber has
done so to the extent that Subscriber deems
appropriate.
(g) Any notice
or other document required or permitted to be given
or delivered to the Subscriber shall be in
writing and sent (i) by fax if the
sender on the same day sends a confirming
copy of such notice by a recognized
overnight delivery service (charges
prepaid), or (b) by registered or certified
mail with return receipt requested (postage
prepaid) or (c) by a recognized
overnight delivery service (with charges
prepaid).
If to the Company, at:
48 S. Franklin Turnpike
Ramsey, NJ 07446
Attn: John C. Kleinert
Tel: (201) 760-1030; Fax: ____-____________
or such other
address as it shall have specified to the Subscriber in
writing, with a
copy (which shall not constitute notice) to:
Brown Rudnick Berlack Israels LLP
120 W. 45th Street
New York, New York 10036
Attn: Steven Saide,
Esq.
Tel: (212) 704-0100,
Fax: (212) 704-0196
<PAGE>
IF TO THE
SUBSCRIBER, AT SUBSCRIBER'S ADDRESS SET FORTH ON THE SIGNATURE
PAGE TO THIS
SUBSCRIPTION AGREEMENT, OR SUCH OTHER ADDRESS AS SUBSCRIBER
SHALL HAVE
SPECIFIED TO THE COMPANY IN WRITING, WITH A COPY (WHICH SHALL
NOT CONSTITUTE
NOTICE) TO EACH OF THE FOLLOWING:
(h) Failure of
the Company to exercise any right or remedy under
this Subscription Agreement or any other
agreement between the Company and the
Subscriber, or otherwise, or delay by the
Company in exercising such right or
remedy, will not operate as a waiver
thereof. No waiver by the Company will be
effective unless and until it is in writing
and signed by the Company.
(i) This
Subscription Agreement shall be enforced, governed and
construed in all respects in accordance
with the laws of the State of New York,
as such laws are applied by the New York
courts to agreements entered into and
to be performed in New York by and between
residents of New York, and shall be
binding upon the Subscriber, the
Subscriber's heirs, estate, legal
representatives, successors and assigns and
shall inure to the benefit of the
Company, its successors and assigns.
(j) If any
provision of this Subscription Agreement is held to be
invalid or unenforceable under any
applicable statute or rule of law, then such
provision shall be deemed modified to
conform with such statute or rule of law.
Any provision hereof that may prove invalid
or unenforceable under any law shall
not affect the validity or enforceability
of any other provisions hereof.
(k) The
parties understand and agree that money damages would not
be a sufficient remedy for any breach of
the Subscription Agreement by the
Company or the Subscriber and that the
party against which such breach is
committed shall be entitled to equitable
relief, including injunction and
specific performance, as a remedy for any
such breach. Such remedies shall not
be deemed to be the exclusive remedies for
a breach by either party of the
Subscription Agreement but shall be in
addition to all other remedies available
at law or equity to the party against which
such breach is committed.
(l) All
pronouns and any variations thereof used herein shall be
deemed to refer to the masculine, feminine,
singular or plural, as identity of
the person or persons may require.
(m) This
Subscription Agreement may be executed in counterparts
and by facsimile, each of which shall be
deemed an original, but all of which
shall constitute one and the same
instrument.
[Signature Pages Follow]
<PAGE>
Signature Page for Individuals:
IN WITNESS WHEREOF, Subscriber has caused this Subscription
Agreement
to be executed as of the date indicated
below.
$
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Purchase Price
Number of Units
----------------------------------------
Print or Type Name
----------------------------------------
Signature
----------------------------------------
Date
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Social Security Number (if applicable)
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Address
Please check if applicable and include
co-owner's information below (name,
address, social security number):
Joint Tenancy
Tenants in Common
-------
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S-1
<PAGE>
Partnerships, Corporations or Other
Entities:
IN WITNESS WHEREOF, Subscriber has caused this Subscription
Agreement
to be executed as of the date indicated
below.
$
--------------------------
-----------------------------
Purchase Price
Number of Units
------------------------------------
Print or Type Name of Entity
------------------------------------------------------------------------------
Address
------------------------------------
------------------------------------
Taxpayer I.D. No. (if applicable)
Date
------------------------------------
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Signature
Print or Type Name and Indicate
Title or Position with Entity
S-1
<PAGE>
Disposition of Subscription Agreement
IN WITNESS WHEREOF, the Company has caused this Subscription
Agreement
to be executed, and the foregoing
subscription accepted, as of the date
indicated below.
VELOCITY ASSET MANAGEMENT, INC.
By:
--------------------------------
Name:
Title:
Date:
, 2004
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S-2
<PAGE>
Annex A to Subscription Agreement
---------------------------------
REGISTRATION RIGHTS
-------------------
1.
Definitions.
-----------
Capitalized terms used herein without definition shall have the
respective meanings given such terms as set
forth in the Subscription Agreement
dated as of _____________ __, 2004 between
Velocity Asset Management, Inc. and
the investor signatory thereto (the
"Subscription Agreement"). As used herein,
the following terms shall have the
following meanings:
Business Day: Any day other than a day on which banks are
authorized or required to be closed in the State of New York.
Commission: The Securities and Exchange Commission.
Common Stock: The shares of common stock, par value $.001 per
share, of the Company.
Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated
thereunder.
Holder or Holders: Any holder of the Registrable Securities.
Person: Any individual, corporation, partnership, joint
venture, association, joint stock company, trust,
unincorporated organization or government or other agency or
political subdivision thereof.
Prospectus: The prospectus included in any Registration
Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus
filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act),
as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement,
and all other amendments and supplements to the prospectus,
including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by
reference in such prospectus.
Registrable Securities: The shares of Common Stock issued
pursuant to the Subscription Agreement and shares of Common
Stock issuable upon the exercise of the Warrants issued
pursuant to the Subscription Agreement, until such time as (i)
a Registration Statement covering such Registrable Securities
has been declared effective by the Commission and such
Registrable Securities have been disposed of pursuant to such
effective Registration Statement or (ii) such Registrable
Securities are saleable pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act, whichever
is earlier.
<PAGE>
Registration Statement: Any registration statement of the
Company that covers any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statements,
including post effective amendments, all exhibits, and all
material incorporated by reference or deemed to be
incorporated by reference in such registration statement.
Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated
thereunder.
2.
Demand Registration. The Company hereby agrees to register the
Registrable Securities in accordance with the following terms
and
provisions:
(a) The
Company will undertake to cause the Registrable
Securities to be registered with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933,
or any similar federal statute, and the rules and regulations
of the SEC thereunder, all as the same shall be in effect at
the time (the "Securities Act").
(b) In the
event that (i) the Company shall fail to file
a registration statement covering the Registrable Shares with
the SEC under the Securities Act pursuant to this Agreement on
or before the 45th day after the final closing or termination
of the offering pursuant to which the Registrable Securities
were issued and/or (ii) the registration statement covering
the Registrable Shares has not been declared effective by the
SEC on or before the 180th day after the final closing or
termination of the offering pursuant to which the Registrable
Securities were issued, the Company shall be in default to the
Holder under this Agreement (a "Registration Rights Default").
(c) The
Company recognizes and agrees that the Holder
will not have an adequate remedy if there shall occur a
Registration Rights Default and that damages resulting
therefrom may not be readily ascertainable. Therefore, the
Company expressly agrees that, in the event of a Registration
Rights Default:
(i) it shall
not oppose an application by the
Holder requiring specific performance of any and all
provisions
hereof or enjoining the Company from
continuing to commit any such breach of this
Agreement; and
(ii)
as liquidated damages the Company shall
issue to the Holders a number of shares of Common
Stock equal to one percent (1%) of the number shares
of Common Stock included in the Unit purchased by
such subscriber per full month from and after the
date of a Registration Rights Default until such time
as the Registrable Securities have been registered as
required by this Section 2.
3.
Registration Procedures.
-----------------------
In connection with the registration obligations of the Company
pursuant to the terms and conditions of
this Agreement, the Company shall:
<PAGE>
(a) prior to
filing a Registration Statement or
Prospectus or any amendments or supplements thereto, including
documents incorporated by reference after the initial filing
of the Registration Statement, the Company will furnish to the
Holders covered by such Registration Statement (the "Selling
Holders"), Holders' Counsel and the underwriters, if any,
draft copies of all such documents proposed to be filed at
least three (3) Business Days prior thereto, which documents
will be subject to the review of such Holders' Counsel and the
underwriters, if any, and the Company will not, unless
required by law, file any Registration Statement or amendment
thereto or any Prospectus or any supplement thereto (including
such documents incorporated by reference) to which Selling
Holders of at least a majority of the Registrable Securities
(the "Objecting Party") shall object, pursuant to notice given
to the Company prior to the filing of such amendment or
supplement (the "Objection Notice"). The Objection Notice
shall set forth the objections and the specific areas in the
draft documents where such objections arise. The Company shall
have five (5) Business Days after receipt of the Objection
Notice to correct such deficiencies to the satisfaction of the
Objecting Party, and will notify each Selling Holder of any
stop order issued or threatened by the Commission in
connection therewith and take all reasonable actions required
to prevent the entry of such stop order or to remove it if
entered;
(b) as
promptly as practicable prepare and file with the
Commission such amendments and post-effective amendments to
the Registration Statement as may be necessary to keep such
Registration Statement effective for a reasonable period;
cause the Prospectus to be supplemented by any required
Prospectus supplement, and, as so supplemented, to be filed
pursuant to Rule 424 under the Securities Act; and comply with
the provisions of the Securities Act applicable to it with
respect to the disposition of all Registrable Securities
covered by such Registration Statement during the applicable
period in accordance with the intended methods of disposition
by the Selling Holders set forth in such Registration
Statement or supplement to the Prospectus;
(c) as
promptly as practicable furnish to any Selling
Holder and the underwriters, if any, without charge, such
number or conformed copies of such Registration Statement and
any post-effective amendment thereto and such number of copies
of the Prospectus (including each preliminary Prospectus) and
any amendments or supplements thereto, and any documents
incorporated by reference therein, as such Selling Holder or
underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities being sold by such
Selling Holder (it being understood that the Company consents
to the use of the Prospectus and any amendment or supplement
thereto by each Selling Holder and the underwriters, if any,
in connection with the offering and sale of the Registrable
Securities covered by the Prospectus or any amendment or
supplement thereto); provided, that before filing a
Registration Statement or Prospectus relating to the
Registrable Securities or any amendments or supplements
thereto, the Company will furnish to Holders' Counsel copies
of all documents proposed to be filed at least three (3)
Business Days prior to the filing thereof, which documents
will be subject to the review of such counsel;
<PAGE>
(d)
on or prior to the
date on which the Registration
Statement is declared effective, register or qualify such
Registrable Securities under such other securities or "blue
sky" laws of such jurisdictions as any Selling Holder,
Holders' Counsel or underwriter reasonably requests and do any
and all other acts and things which may be necessary or
advisable to enable such Selling Holder to consummate the
disposition in such jurisdictions of such Registrable
Securities o
