EXHIBIT 10.21
Schedule 1
Registration Rights Agreement
All terms within this Registration Rights Agreement shall have the same meaning
as defined in the Subscription Agreement.
For purposes of this declaration ("Registration Rights Declaration"),
"register," "registered," and "registration" refer 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.
1. Within sixty (60) days of the Closing Date of Payment 3 pursuant to the
Subscription Agreement by and between the Company and the Purchaser, the
Company will use its best efforts to:
a. Prepare and file with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 to register the
Common Shares for resale under the 1933 Act, and use its best efforts
to cause such registration statement to become effective, and prepare
and file with the Commission such amendments to such registration
statement and supplements to the prospectus contained therein as may
be necessary to keep such registration statement effective until the
earlier of (i) ________________, and (ii) such time as all the Common
Shares have been resold or may be resold by the holders thereof in a
three-month period in reliance upon Rule 144 under the 1933 Act;
b. Furnish to the Purchaser such reasonable number of copies of the
registration statement, preliminary prospectus and such other
documents as may be reasonably required in order to facilitate the
public offering of the Common Shares;
c. Use its best efforts to register or qualify the Common Shares under
such state securities or blue sky laws of such jurisdictions as the
holders may reasonably request in writing, except that the Company
shall not for any purpose be required to execute a general consent to
service of process or to qualify to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified;
d. Notify the Purchaser promptly after it shall receive notice thereof,
of the time when such registration statement has become effective or a
supplement to any prospectus forming part of such registration
statement has been filed;
e. Notify the Purchaser as to any request by the Commission for the
amending or supplementing of such registration statement or prospectus
or for additional information;
f. Prepare and promptly file with the Commission and promptly notify the
holders of the filing of such amendment or supplement to such
registration statement or prospectus as may be necessary to correct
any statements or omissions if, at the time when a prospectus relating
to such securities is required to be delivered under the 1933 Act, any
event shall have occurred as the result of which any such prospectus
or any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; provided,
however, that the Company may delay the filing of
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any such amendment or supplement (for a period not to exceed 90 days),
if the Company shall in good faith determine that such amendment or
supplement would require the Company to disclose a material
development or potential material development involving the Company,
the disclosure of which would have a material adverse effect on the
Company; provided, further, that the Company may suspend use of such
registration statement in such instance or as may be necessary to
update or amend such registration statement to correct any untrue
statement of a material fact in, or an omission of a material fact
from, such registration statement; and
g. Advise the Purchaser, promptly after it shall receive notice or obtain
knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and
promptly use its best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such stop order should be issued;
2. All fees, costs and expenses of and incidental to the registration required
by this Registration Rights Agreement shall be borne by the Company,
provided, however, that any holders participating in such registration
shall bear their pro rata share of any underwriting discount and
commissions and transfer taxes. The fees, costs and expenses of
registration to be borne by the Company shall include, without limitation,
all registration, filing, and NASDAQ (or any other applicable quotation
system or exchange) fees, printing expenses, fees and disbursements of
counsel and accountants for the Company, all legal fees and disbursements
and other expenses of complying with state securities or blue sky laws of
any jurisdictions in which the securities to be offered are to be
registered or qualified, the premiums and other costs of policies of
insurance against liability (if any) arising out of such public offering,
and reasonable fees and disbursements of one counsel for the selling
security holders. Any other expenses incurred by the selling security
holders not expressly included above shall be borne by the selling security
holders.
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