of the Commission as set forth in Rule 144 as such rule may be amended from time
to time and (ii) make available such information as will enable the holders of
Registrable Shares to make sales pursuant to Rule 144.
9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may participate
in any registration hereunder which is underwritten unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements. The
holders of a majority of the Registrable Shares requested to be registered will
have the right to select the managing underwriters of any offering of the
Corporation's securities in which the Corporation does not participate, subject
to the approval of the Board of Directors and the Corporation will have such
right in any offering in which it participates.
10. NO INCONSISTENT OR MORE FAVORABLE AGREEMENTS. The Corporation will not
hereafter enter into any agreements with respect to its securities which is
inconsistent with, or grants rights more favorable than, the rights granted to
the holders of Registrable Shares entitled to be registered in this Agreement.
The Corporation shall not issue to any shareholder any demand or piggyback
registration rights equal or superior to those of the holders of Registrable
Shares, without the written consent of the holders of a majority of the
Registrable Shares (demand or piggyback registration rights shall be deemed
equal or superior to those of the holders of Registrable Shares if they
adversely affect the rights of the holders of Registrable Shares hereunder);
provided, however, that except in connection with any financing transaction in
which the Corporation issues debt or equity securities in consideration of
$1,000,000 or more, the Corporation also will obtain the prior written consent
of any holder of Registrable Shares whose rights hereunder are or will be
adversely affected by such agreement.
11. ADJUSTMENTS AFFECTING REGISTRABLE SHARES. The Corporation will not
take any action affecting or otherwise cause or permit any change to occur in,
its authorized, issued and outstanding capital stock which would adversely
affect the ability of the holders of Registrable Shares to include such
Registrable Shares in a registration undertaken pursuant to this Agreement or
which would adversely affect the marketability of such Registrable Shares in any
such registration (including, without limitation, effecting a stock split or a
combination of shares).
12. REMEDIES. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
13. AMENDMENTS AND WAIVERS. Except as otherwise expressly provided herein,
the provisions of this Agreement may be amended or waived at any time only by
the written agreement of the Corporation and the holders of a majority of the
Registrable Shares; provided, however, that except in connection with any
financing transaction in which the Corporation issues debt or equity securities
in consideration of $1,000,000 or more, the Corporation also will obtain the
written agreement of any holder of Registrable Shares whose rights hereunder are
or will be adversely affected by such amendment or waiver.
14. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto will bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto, whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the benefit of purchasers or holders
of Registrable Shares are also for the benefit of, and enforceable by, any
subsequent holder of Registrable Shares who consents in writing to be bound by
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties covering the matters referred to herein, and supersedes all prior
agreements and understandings.
16. SEVERABILITY. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this