EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
entered into as of September 20, 1999, between Go Online Networks
Corporation, a Delaware corporation (the "Company"), and the
Purchaser named on the signature page hereof (the "Purchaser").
This Agreement is being entered into pursuant to that Securities
Purchase Agreement, dated as of the date hereof, by and between the
Company and the Purchaser (the "Purchase Agreement").
The Company and the Purchaser hereby agree as follows:
1. Definitions.
Capitalized terms used and not otherwise defined herein shall have
the meanings given such terms in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:
"Advice" shall have the meaning set forth in Section 3(m).
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common
control with such Person. For the purposes of this definition,
"control," when used with respect to any Person, means the
possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or
otherwise; and the terms of "affiliated," "controlling" and
"controlled" have meanings correlative to the foregoing.
"Blackout Period" shall have the meaning set forth in Section 3(n).
"Board" shall have the meaning set forth in Section 3(n).
"Business Day" means any day except Saturday, Sunday and
any day which shall be a legal holiday or a day on which banking
institutions in the state of Delaware generally are authorized or
required by law or other government actions to close.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the Company's Common Stock, par value $.001 per
share.
"Effectiveness Date" means with respect to the Registration
Statement the 90th day following the Closing Date.
"Effectiveness Period" shall have the meaning set forth in Section
2(a).
"Event" shall have the meaning set forth in Section 7(e)(i).
"Event Date" shall have the meaning set forth in Section 7(e)(i).
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Filing Date" means the 30th day following the Closing Date.
"Holder" or "Holders" means the holder or
holders, as the case may be, from time to time of Registrable
Securities.
"Indemnified Party" shall have the meaning set forth in Section 5(c).
"Indemnifying Party" shall have the meaning set forth in Section 5(c).
"Losses" shall have the meaning set forth in Section 5(a).
"Note" or "Notes" means the Series 1999-A Eight Percent (8%)
Convertible Notes of the Company, the form of which is shown as
Exhibit A to the Purchase Agreement, issued or to be issued to the
Purchaser pursuant to the Purchase Agreement.
"OTC Bulletin Board" shall mean the over-the-counter electronic
bulletin board.
"Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.
"Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or
threatened.
"Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes
any 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 the
Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.
"Registrable Securities" means (i) the shares of Common Stock
issuable upon conversion of the Note (the "Conversion Shares") and
exercise of the Warrants (the "Warrant Shares"), and upon any stock
split, stock dividend, recapitalization or similar event with
respect to such Conversion Shares, Warrant Shares or any Note, (ii)
the shares of Common Stock issuable upon exercise of warrants issued
to the placement advisor in connection with the sale of the Note and
the Warrants, (iii) the shares of Common Stock issued upon any
redemption of Note pursuant to the terms of the Notes and (iv) any
other dividend or other distribution with
respect to, conversion or exchange of, or in replacement of,
Registrable Securities; provided, however, that Registrable Securities
shall include (but not be limited to) a number of shares of Common Stock
(the "Required Number") equal to no less than the greater of (x)
1,800,000 shares of Common Stock, or (y) 200% of the maximum number of
shares of Common Stock which would be issuable upon conversion of the Note
and upon exercise of the Warrants, assuming such conversion and exercise
occurred on the Closing Date or the Filing Date, whichever date
would result in the greater number of Registrable Securities.
Notwithstanding anything contained herein to the contrary, if the
actual number of shares of Common Stock issuable upon conversion of
the Note and upon exercise of the Warrants exceeds the Required
Number, the term "Registrable Securities" shall be deemed to include
such additional shares of Common Stock as are necessary to include
all of the shares of Common Stock issuable upon conversion of the
Note and upon exercise of the Warrants.
"Registration Statement" means the registration statements and any
additional registration statements contemplated by Section 2(a),
including (in each case) the Prospectus, amendments and supplements
to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material
incorporated by reference in such registration statement.
"Rule 144" means Rule 144 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.
"Rule 158" means Rule 158 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.
"Rule 415" means Rule 415 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.
"Securities Act" means the Securities Act of 1933, as amended.
"Special Counsel" means any special counsel to the Holder, for which
the Holder will be reimbursed by the Company pursuant to Section 4.
2. Registration.
(a) Required Registration. On or prior to the Filing Date
the Company shall prepare and file with the Commission a
Registration Statement covering all Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415. The
Registration Statement shall be on Form SB-2 (except if the Company
is not then eligible to register for resale the Registrable
Securities on Form SB-2, in which case such registration shall be on
another appropriate form in accordance herewith). The Company shall
use its best efforts to cause the Registration Statement to be
declared effective under the Securities Act as promptly as possible
after the filing thereof, but in any event prior to the
Effectiveness Date, and to keep such Registration Statement
continuously effective under the Securities Act until such date as
is
the earlier of (x) the date when all Registrable Securities
covered by such Registration Statement have been sold or (y) the
date on which the Registrable Securities may be sold without any
restriction pursuant to Rule 144(k) as determined by the counsel to
the Company pursuant to a written opinion letter, addressed to the
Company's transfer agent to such effect (the "Effectiveness
Period"). If an additional Registration Statement is required to be
filed because the actual number of shares of Common Stock into which
the Note is convertible and the Warrants are exercisable exceeds the
number of shares of Common Stock initially registered in respect of
the Conversion Shares and the Warrant Shares based upon the
computation on the Closing Date, the Company shall have twenty (20)
Business Days to file such additional Registration Statement, and
the Company shall use its best efforts to cause such additional
Registration Statement to be declared effective by the Commission as
soon as possible, but in no event later than thirty (30) days after
filing.
(b) Shelf Registration. As soon as possible but no later
than thirty (30) days after becoming eligible to file a registration
statement for a secondary or resale offering of the Registrable
Securities on Form S-3, the Company shall prepare and file with the
Commission a post-effective amendment to Form SB-2 (or such other
applicable form filed in accordance with Section 2(a) above) on Form
S-3 to continue the registration of all Registrable Securities
pursuant to a "shelf" Registration Statement on Form S-3 covering
all Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. Notwithstanding anything to
the contrary contained herein, at no time during the Effectiveness
Period shall any of the Registrable Securities cease being registered.
3. Registration Procedures.
In connection with the Company's registration obligations hereunder,
the Company shall:
(a) Prepare and file with the Commission on or prior to the
Filing Date, a Registration Statement on Form SB-2 (or if the
Company is not then eligible to register for resale the Registrable
Securities on Form SB-2 such registration shall be on another
appropriate form in accordance herewith) in accordance with the
method or methods of distribution thereof as specified by the Holder
(except if otherwise directed by the Holder), and cause the
Registration Statement to become effective and remain effective as
provided herein; provided, however, that not less than five (5)
Business Days prior to the filing of the Registration Statement or
any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated therein by
reference), the Company shall (i) furnish to the Holder and any
Special Counsel, copies of all such documents proposed to be filed,
which documents (other than those incorporated by reference) will be
subject to the review of the Holder and such Special Counsel, and
(ii) at the request of the Holder cause its officers and directors,
counsel and independent certified public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of
counsel to such Holder, to conduct a reasonable investigation within
the meaning of the Securities Act. The Company shall not file the
Registration Statement or any such Prospectus or any amendments or
supplements thereto to which the Holder or any Special Counsel shall
reasonably object in writing within three (3) Business Days of their
receipt thereof.
(b) (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to the Registration Statement
as may be necessary to keep the Registration Statement continuously
effective as to the applicable Registrable Securities for the
Effectiveness Period and prepare and file with the Commission such
additional Registration Statements in order to register for resale
under the Securities Act all of the Registrable Securities; (ii)
cause the related Prospectus to be amended or supplemented by any
required Prospectus supplement, and as so supplemented or amended to
be filed pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act; (iii) respond as
promptly as possible to any comments received from the Commission
with respect to the Registration Statement or any amendment thereto
and as promptly as possible provide the Holder true and complete
copies of all correspondence from and to the Commission relating to
the Registration Statement; and (iv) comply in all material respects
with the provisions of the Securities Act and the Exchange Act with
respect to the disposition of all Registrable Securities covered by
the Registration Statement during the applicable period in
accordance with the intended methods of disposition by the Holder
thereof set forth in the Registration Statement as so amended or in
such Prospectus as so supplemented.
(c) Notify the Holder of Registrable Securities to be sold
and any Special Counsel as promptly as possible (and, in the case of
(i)(A) below, not less than five (5) Business Days prior to such
filing) and (if requested by any such Person) confirm such notice in
writing no later than one (1) Business Day following the day (i)(A)
when a Prospectus or any Prospectus supplement or post-effective
amendment to the Registration Statement is proposed to be filed; (B)
when the Commission notifies the Company whether there will be a
"review" of such Registration Statement and whenever the Commission
comments in writing on such Registration Statement and (C) with
respect to the Registration Statement or any post-effective
amendment, when the same has become effective; (ii) of any request
by the Commission or any other Federal or state governmental
authority for amendments or supplements to the Registration
Statement or Prospectus or for additional information; (iii) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement covering any or all of
the Registrable Securities or the initiation of any Proceedings for
that purpose; (iv) if at any time any of the representations and
warranties of the Company contained in any agreement contemplated
hereby ceases to be true and correct in all material respects; (v)
of 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 Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose;
and (vi) of the occurrence of any event that makes any statement
made in the 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 the
Registration Statement, Prospectus or other documents so that, in
the case of the 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 the light of
the circumstances under which they were made, not misleading.
(d) Use its best efforts to avoid the issuance of, or, if issued,
obtain the withdrawal of, (i) any order suspending the effectiveness
of the Registration Statement or (ii) any suspension of the qualification
(or exemption from qualification) of any of the Registrable Securities for
sale in any jurisdiction, at the earliest practicable moment.
(e) If requested by the Holders of a majority in interest of
the Registrable Securities, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment to the Registration Statement
such information as the Company reasonably agrees should be included
therein and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable
after the Company has received notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.
(f) Furnish to the Holder and any Special Counsel, without
charge, at least one conformed copy of each Registration Statement
and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated
therein by reference, and all exhibits to the extent requested by
such Person (including those previously furnished or incorporated by
reference) promptly after the filing of such documents with the
Commission.
(g) Promptly deliver to the Holder and any Special Counsel,
without charge, as many copies of the Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement
thereto as such Persons may reasonably request; and the Company
hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with
the offering and sale of the Registrable Securities covered by such
Prospectus and any amendment or supplement thereto.
(h) Prior to any public offering of Registrable
Securities, use its best efforts to register or qualify or cooperate
with the selling Holders and any Special Counsel in connection with
the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for
offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder reasonably
requests in writing, to keep each such registration or qualification
(or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Registrable
Securities covered by a Registration Statement; provided, however,
that the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to
take any action that would subject it to general service of process
in any such jurisdiction where it is not then so subject or subject
the Company to any material tax in any such jurisdiction where it is
not then so subject.
(i) Cooperate with the Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be
sold pursuant to a Registration Statement, which certificates shall be
free of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any Holder may
request at least two (2) Business Days prior to any sale of
Registrable Securities.
(j) Upon the occurrence of any event contemplated by Section
3(c)(vi), as promptly as possible, prepare a supplement or
amendment, including a post-effective amendment, to the Registration
Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered,
neither the Registration Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state 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.
(k) Use its best efforts to cause all Registrable Securities
relating to such Registration Statement to be listed on the OTC
Bulletin Board and any other securities exchange, quotation system,
market or over-the-counter bulletin board, if any, on which similar
securities issued by the Company are then listed as and when
required pursuant to the Purchase Agreement.
(l) Comply in all material respects with all applicable rules
and regulations of the Commission and make generally available to
its security holders earning statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 not later than 45
days after the end of any 12-month period (or 90 days after the end
of any 12-month period if such period is a fiscal year) commencing
on the first day of the first fiscal quarter of the Company after
the effective date of the Registration Statement, which statement
shall conform to the requirements of Rule 158.
(m) Require each selling Holder to furnish to the Company
information regarding such Holder and the distribution of such
Registrable Securities as is required by law to be disclosed in the
Registration Statement, and the Company may exclude from such
registration the Registrable Securities of any such Holder who fails
to furnish such information within a reasonable time prior to the
filing of each Registration Statement, supplemented Prospectus
and/or amended Registration Statement.
If the Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such
Holder shall have the right to require (if such reference to such
Holder by name or otherwise is not required by the Securities Act or
any similar federal statute then in force) the deletion of the
reference to such Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that
such reference ceases to be required.
Each Holder covenants and agrees that (i) it will not sell any
Registrable Securities under the Registration Statement until it has
received copies of the Prospectus as then amended or supplemented as
contemplated in Section 3(g) and notice from the Company that such
Registration Statement and any post-effective amendments thereto
have become effective as contemplated by Section 3(c) and (ii) it
and its officers, directors or Affiliates, if any, will comply with
the prospectus delivery requirements of the Securities Act as
applicable to them in connection with sales of Registrable
Securities pursuant to the Registration Statement.
Each Holder agrees by its acquisition of such Registrable Securities
that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(c)(ii), 3(c)(iii),
3(c)(iv), 3(c)(v) or 3(c)(vi), such Holder will forthwith
discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement
contemplated by Section 3(j), or until it is advised in writing (the
"Advice") by the Company that the use of the applicable Prospectus
may be resumed, and, in either case, has received copies of
any additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such Prospectus or Registration
Statement.
(n) If (i) there is material non-public information regarding
the Company which the Company's Board of Directors (the "Board")
reasonably determines not to be in the Company's best interest to
disclose and which the Company is not otherwise required to
disclose, or (ii) there is a significant business opportunity
(including, but not limited to, the acquisition or disposition of
assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or other similar transaction)
available to the Company which the Board reasonably determines not
to be in the Company's best interest to disclose and which the
Company would be required to disclose under the Registration
Statement, then the Company may postpone or suspend filing or
effectiveness of a registration statement for a period not to exceed
20 consecutive days, provided that the Company may not postpone or
suspend its obligation under this Section 3(n) for more than 45 days
in the aggregate during any 12 month period (each, a "Blackout
Period"); provided, however, that no such postponement or suspension
shall be permitted for consecutive 20 day periods, arising out of
the same set of facts, circumstances or transactions.
4. Registration Expenses
All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company
whether or not the Registration Statement is filed or becomes
effective and whether or not any Registrable Securities are sold
pursuant to the Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required
to be made with the OTC Bulletin Board and each other securities
exchange or market on which Registrable Securities are required
hereunder to be listed, (B) with respect to filings required to be
made with the Commission, (C) with respect to filings required to be
made under the OTC Bulletin Board and (D) in compliance with state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel for the Holder in connection with Blue Sky
qualifications of the Registrable Securities and determination of
the eligibility of the Registrable Securities for investment under
the laws of such jurisdictions as the Holders of a majority of
Registrable Securities may designate)), (ii) printing expenses
(including, without limitation, expenses of printing certificates
for Registrable Securities and of printing prospectuses if the
printing of prospectuses is requested by the holders of a majority
of the Registrable Securities included in the Registration
Statement), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company and Special
Counsel for the Holder, in the case of the Special Counsel, to a
maximum amount of $2,500.00, (v) Securities Act liability insurance,
if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement,
including, without limitation, the Company's independent public
accountants (including the expenses of any comfort letters or costs
associated with the delivery by independent public accountants of a
comfort letter or comfort letters). In addition, the Company shall
be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by
this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or
accounting duties), the expense
of any annual audit, the fees and expenses incurred in connection with
the listing of the Registrable Securities on any securities exchange as
required hereunder.
5. Indemnification
(a) Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and
hold harmless each Holder, the officers, directors, agents, brokers
(including brokers who offer and sell Registrable Securities as
principal as a result of a pledge or any failure to perform under a
margin call of Common Stock), investment advisors and employees of
each of them, each Person who controls any such Holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, agents and employees of
each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, costs of
preparation and attorneys' fees) and expenses (collectively,
"Losses"), as incurred, arising out of or relating to any untrue or
alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus or any form of prospectus or
in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto, in the light
of the circumstances under which they were made) not misleading,
except to the extent, but only to the extent, that such untrue
statements or omissions are based solely upon information regarding
such Holder furnished in writing to the Company by such Holder
expressly for use therein, which information was reasonably relied
on by the Company for use therein or to the extent that such
information relates to such Holder or such Holder's proposed method
of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement thereto. The Company
shall notify the Holder promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in
connection with the transactions contemplated by this Agreement.
Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of an Indemnified Party and
shall survive the transfer of the Registrable Securities by the Holder.
(b) Indemnification by Holder. The Holders shall, severally
and not jointly, indemnify and hold harmless the Company, the
directors, officers, agents and employees, each Person who controls
the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers,
agents or employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as
incurred, arising solely out of or based solely upon any untrue
statement of a material fact contained in the Registration
Statement, any Prospectus, or any form of prospectus, or arising
solely out of or based solely upon any omission of a material fact
required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in the light of the circumstances under which
they were made) not misleading, to the extent, but only to the
extent, that such untrue statement or omission is contained in or
omitted from any information so furnished in writing by such Holder
to the Company specifically for inclusion in the Registration
Statement or such Prospectus and that such information was
reasonably relied upon by the Company for use in the Registration
Statement, such Prospectus or such form of prospectus or to the
extent that such information relates to such Holder or such Holder's
proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly
for use in the Registration Statement, such Prospectus or such form
of Prospectus Supplement. Notwithstanding anything to the contrary
contained herein, the Holder shall be liable under this Section 5(b)
for only that amount as does not exceed the net proceeds to such
Holder as a result of the sale of Registrable Securities pursuant to
such Registration Statement.
(c) Conduct of Indemnification Proceedings. If
any Proceeding shall be brought or asserted against any Person
entitled to indemnity hereunder (an "Indemnified Party"), such
Indemnified Party promptly shall notify the Person from whom
indemnity is sought (the "Indemnifying Party) in writing, and the
Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that it shall be
finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such
failure shall have proximately and materially adversely prejudiced
the Indemnifying Party.
An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; or (2) the
Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and
such Indemnified Party shall have been advised by counsel that a
conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not
have the right to assume the defense thereof and such counsel shall
be at the expense of the Indemnifying Party). The Indemnifying Party
shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding.
All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten (10) Business Days of written notice
thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may
require such Indemnified Party to undertake to reimburse all such
fees and expenses to the extent it is finally judicially determined
that such Indemnified
Party is not entitled to indemnification hereunder).
(d) Contribution. If a claim for indemnification under
Section 5(a) or 5(b) is unavailable to an Indemnified Party because
of a failure or refusal of a governmental authority to enforce such
indemnification in accordance with its terms (by reason of public
policy or otherwise), then each Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such
Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The
relative fault of such Indemnifying Party and Indemnified Party
shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material
fact, has been taken or made by, or relates to information supplied
by, such Indemnifying, Party or Indemnified Party, and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed
to include, subject to the limitations set forth in Section 5(c),
any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the
extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was
available to such party in accordance with its terms.
Notwithstanding anything to the contrary contained herein, the
Holder shall be liable or required to contribute under this Section
5(c) for only that amount as does not exceed the net proceeds to
such Holder as a result of the sale of Registrable Securities
pursuant to such Registration Statement.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5(d) were
determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
The indemnity and contribution agreements contained in
this Section are in addition to any liability that the Indemnifying
Parties may have to the Indemnified Parties
6. Rule 144.
As long as any Holder owns Preferred Shares, Conversion Shares,
Warrants or Warrant Shares, the Company covenants to timely file (or
obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after
the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holder with true and complete copies
of all such filings. As long as any Holder owns Preferred Shares,
Conversion Shares, Warrants or Warrant Shares, if the Company is not
required to file reports pursuant to Section 13(a) or 15(d) of the
Exchange Act, it will prepare and furnish to the Holder and make
publicly available in accordance with Rule 144(c) promulgated under
the Securities Act annual and quarterly financial statements,
together with a
discussion and analysis of such financial statements
in form and substance substantially similar to those that would
otherwise be required to be included in reports required by Section
13(a) or 15(d) of the Exchange Act, as well as any other information
required thereby, in the time period that such filings would have
been required to have been made under the Exchange Act. The Company
further covenants that it will take such further action as any
Holder may reasonably request, all to the extent required from time
to time to enable such Person to sell Conversion Shares and Warrant
Shares without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under
the Securities Act, including providing any legal opinions of
counsel to the Company referred to in the Purchase Agreement. Upon
the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether
it has complied with such requirements.
7. Miscellaneous.
(a) Remedies. In the event of a breach by the Company or by
a Holder, of any of their obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being
entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not
provide adequate compensation for any losses incurred by reason of a
breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense
that a remedy at law would be adequate.
(b) No Inconsistent Agreements. Neither the Company nor any
of its subsidiaries has, as of the date hereof entered into and
currently in effect, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any
agreement with respect to its securities that is inconsistent with
the rights granted to the Holder in this Agreement or otherwise
conflicts with the provisions hereof except for registration rights
provisions disclosed in the Company's Disclosure Schedule to the
Purchase Agreement. Except for registration rights provisions
disclosed in the Company's Disclosure Schedule to the Purchase
Agreement, neither the Company nor any of its subsidiaries has
previously entered into any agreement currently in effect granting
any registration rights with respect to any of its securities to any
Person. Without limiting the generality of the foregoing, without
the written consent of the Holders of a majority of the then
outstanding Registrable Securities, the Company shall not grant to
any Person the right to request the Company to register any
securities of the Company under the Securities Act unless the rights
so granted are subject in all respects to the prior rights in full
of the Holder set forth herein, and are not otherwise in conflict
with the provisions of this Agreement. This Section 7(b) shall not
prohibit the Company from entering into any agreements concerning
the registration of securities on Form S-8 or Form S-4.
(c) [Intentionally Omitted.]
(d) Piggy-Back Registrations. If at any time when there is
not an effective Registration Statement covering (i) Conversion
Shares or (ii) Warrant Shares, the Company shall determine to
prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others
under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or its then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with stock
option or other employee benefit plans, the Company shall send to
each holder of Registrable Securities written notice of such
determination and, if within thirty (30) days after receipt of such
notice, any such holder shall so request in writing (which request
shall specify the Registrable Securities intended to be disposed of
by the Purchaser), the Company will cause the registration under the
Securities Act of all Registrable Securities which the Company has
been so requested to register by the holder, to the extent requisite
to permit the disposition of the Registrable Securities so to be
registered, provided that if at any time after giving written notice
of its intention to register any securities and prior to the
effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason
not to register or to delay registration of such securities, the
Company may, at its election, give written notice of such
determination to such holder and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation
to register any Registrable Securities in connection with such
registration (but not from its obligation to pay expenses in
accordance with Section 4 hereof), and (ii) in the case of a
determination to delay registering, shall be permitted to delay
registering any Registrable Securities being registered pursuant to
this Section 7(d) for the same period as the delay in registering
such other securities. The Company shall include in such
registration statement all or any part of such Registrable
Securities such holder requests to be registered; provided, however,
that the Company shall not be required to register any Registrable
Securities pursuant to this Section 7(d) that are eligible for sale
pursuant to Rule 144(k) of the Securities Act. In the case of an
underwritten public offering, if the managing underwriter(s) or
underwriter(s) should reasonably object to the inclusion of the
Registrable Securities in such registration statement, then if the
Company after consultation with the managing underwriter should
reasonably determine that the inclusion of such Registrable
Securities, would materially adversely affect the offering
contemplated in such registration statement, and based on such
determination recommends inclusion in such registration statement of
fewer or none of the Registrable Securities of the Holder, then (x)
the number of Registrable Securities of the Holders included in such
registration statement shall be reduced pro-rata among such Holders
(based upon the number of Registrable Securities requested to be
included in the registration), if the Company after consultation
with the underwriter(s) recommends the inclusion of fewer
Registrable Securities, or (y) none of the Registrable Securities of
the Holder shall be included in such registration statement, if the
Company after consultation with the underwriter(s) recommends the
inclusion of none of such Registrable Securities; provided, however,
that if securities are being offered for the account of other
persons or entities as well as the Company, such reduction shall not
represent a greater fraction of the number of Registrable Securities
intended to be offered by the Holder than the fraction of similar
reductions imposed on such other persons or entities (other than the
Company).
(e) Failure to File Registration Statement and Other Events.
The Company and the Purchaser agree that the Holder will suffer
damages if the Registration Statement is not filed on or prior to
the Filing Date and not declared effective by the Commission on or
prior to the Effectiveness Date and maintained in the manner
contemplated herein during the Effectiveness Period or if certain
other events occur. The Company and the Holder further agree that
it would not be feasible to ascertain the extent of such damages
with precision. Accordingly, if (i) the Registration Statement is
not filed on or prior to the Filing Date, or is not
declared effective by the Commission on or prior to the Effectiveness
Date (or in the event an additional Registration Statement is filed
because the actual number of shares of Common Stock into which the
Note is convertible and the Warrants are exercisable exceeds the
number of shares of Common Stock initially registered is not filed
and declared effective within the time periods set forth in Section
2(a)), or (ii) the Company fails to file with the Commission a
request for acceleration in accordance with Rule 12dl-2 promulgated
under the Exchange Act within five (5) Business Days of the date
that the Company is notified (orally or in writing, whichever is
earlier) by the Commission that a Registration Statement will not be
"reviewed," or not subject to further review, or (iii) the
Registration Statement is filed with and declared effective by the
Commission but thereafter ceases to be effective as to all
Registrable Securities at any time prior to the expiration of the
Effectiveness Period, without being succeeded immediately by a
subsequent Registration Statement filed with and declared effective
by the Commission, or (iv) trading in the Common Stock shall be
suspended or if the Common Stock is delisted from the OTC Bulletin
Board for any reason for more than ninety (90) days in the
aggregate, or (v) the conversion rights of the Holder are suspended
for any reason, including by the Company, or (vi) the Company
breaches in a material respect any covenant or other material term
or condition to this Agreement, the Certificate of Designation, the
Purchase Agreement (other than a representation or warranty
contained therein) or any other agreement, document, certificate or
other instrument delivered in connection with the transactions
contemplated hereby and thereby, and such breach continues for a
period of thirty days after written notice thereof to the Company,
or (vii) the Company has breached Section 3(n) of this Agreement
(any such failure or breach being referred to as an "Event"), the
Company shall pay in cash as liquidated damages for such failure and
not as a penalty to the Holder an amount equal to 2% of the Holder's
pro rata share of the purchase price paid by the Holder for all
Notes purchased and then outstanding pursuant to the Purchase
Agreement for each thirty (30) day period until the applicable Event
has been cured, which shall be pro rated for such periods less than
thirty (30) days (the "Periodic Amount"). Payments to be made
pursuant to this Section 7(e) shall be due and payable immediately
upon demand in immediately available funds. The parties agree that
the Periodic Amount represents a reasonable estimate on the part of
the parties, as of the date of this Agreement, of the amount of
damages that may be incurred by the Holder if the Registration
Statement is not filed on or prior to the Filing Date or has not
been declared effective by the Commission on or prior to the
Effectiveness Date and maintained in the manner contemplated herein
during the Effectiveness Period or if any other Event as described
herein has occurred.
(f) Specific Enforcement, Consent to Jurisdiction.
(i) The Company and the Purchaser acknowledge and agree that
irreparable damage would occur in the event that any of the
provisions of this Registration Rights Agreement or the Purchase
Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent
or cure breaches of the provisions of this Registration Rights
Agreement or the Purchase Agreement and to enforce specifically the
terms and provisions hereof or thereof, this being in addition to
any other remedy to which any of them may be entitled by law or equity.
(ii) Each of the Company and the Purchaser (i) hereby
irrevocably submits to the jurisdiction of the United States
District Court sitting in the State of Delaware for
the purposes of any suit, action or proceeding arising out of or relating
to this Agreement or the Purchase Agreement and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of such
court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or
proceeding is improper. Each of the Company and the Purchaser
consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in
effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and
notice thereof. Nothing in this Section 7(f) shall affect or limit
any right to serve process in any other manner permitted by law.
(g) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the Holder.
Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates
exclusively to the rights of Holder and that does not directly or
indirectly affect the rights of other Holders may be given by
Holders of at least a majority of the Registrable Securities to
which such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the
immediately preceding sentence.
(h) Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be
in writing and shall be deemed given and effective on the earlier of
(i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified
for notice prior to 5:00 p.m., pacific standard time, on a Business
Day, (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice later than 5:00 p.m., pacific
standard time, on any date and earlier than 11:59 p.m., pacific
time, on such date, (iii) the Business Day following the date of
mailing, if sent by nationally recognized overnight courier service
or (iv) actual receipt by the party to whom such notice is required
to be given. The addresses for such communications shall be with
respect to the Holder at its address set forth in the Purchase
Agreement, or with respect to the Company, addressed to:
Go Online Networks Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President and CEO
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
or to such other address or addresses or facsimile number or numbers
as any such party may most recently have designated in writing to
the other parties hereto by such notice. Copies of notices to the
Company (other than conversion notices for the Notes or exercise
notices for the Warrants) shall be sent to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Esq., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇. Copies of notices to the Holder shall be sent to H. ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇., Esq., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile No.: (919)
785-3116.
(i) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors
and permitted assigns and shall inure to the benefit of the Holder
and its successors and assigns. The Company may not assign this
Agreement or any of its rights or obligations hereunder without the
prior written consent of the Holder. The Purchaser may assign its
rights hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.
(j) Assignment of Registration Rights. The rights of each
Holder hereunder, including the right to have the Company register
for resale Registrable Securities in accordance with the terms of
this Agreement, shall be automatically assignable by each Holder to
any transferee of such Holder of all or a portion of the Notes or
the Registrable Securities if: (i) the Holder agrees in writing
with the transferee or assignee to assign such rights, and a copy of
such agreement is furnished to the Company within a reasonable time
after such assignment, (ii) the Company is, within a reasonable time
after such transfer or assignment, furnished with written notice of
(a) the name and address of such transferee or assignee, and (b) the
securities with respect to which such registration rights are being
transferred or assigned, (iii) following such transfer or assignment
the further disposition of such securities by the transferee or
assignees is restricted under the Securities Act and applicable
state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this
Section, the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions of this Agreement, and
(v) such transfer shall have been made in accordance with the
applicable requirements of the Purchase Agreement. In addition,
each Holder shall have the right to assign its rights hereunder to
any other Person with the prior written consent of the Company,
which consent shall not be unreasonably withheld. The rights to
assignment shall apply to the Holders (and to subsequent) successors
and assigns.
(k) Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be
deemed to be an original and, all of which taken together shall
constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature
shall create a valid binding obligation of the party executing (or
on whose behalf such signature is executed) the same with the same
force and effect as if such facsimile signature were the original
thereof.
(l) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of law thereof.
(m) Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.
(n) Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void
or unenforceable in any respect, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use
their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by
such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
(o) Headings. The headings herein are for convenience only,
do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.
(p) Shares Held by the Company and its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities
held by the Company or its Affiliates (other than any Holder or
transferees or successors or assigns thereof if such Holder is
deemed to be an Affiliate solely by reason of its holdings of such
Registrable Securities) shall not be counted in determining whether
such consent or approval was given by the Holders of such required
percentage and shall not be counted as outstanding.
(q) Notice of Effectiveness. Within two (2) business days
after the Registration Statement which includes the Registrable
Securities is ordered effective by the Commission, the Company shall
deliver, and shall cause legal counsel for the Company to deliver,
to the transfer agent for such Registrable Securities and to the
Purchaser (with copies to the Holders whose Registrable Securities
are included in such Registration Statement, if other than the
Purchaser) confirmation that the Registration Statement has been
declared effective by the Commission in the form attached hereto as
Exhibit A.
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective authorized
persons as of the date first indicated above.
[SIGNATURE PAGE FOLLOWS]
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT DATED AS OF
SEPTEMBER 20, 1999]
GO ONLINE NETWORKS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Title: President & Chief Executive Officer
THE TRITON PRIVATE EQUITIES FUND, L.P.
By: Triton Capital Management, L.L.C.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Managing Member
EXHIBIT A
FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT
[NAME AND ADDRESS OF TRANSFER AGENT]
Attn:
The Triton Private Equities Fund, L.P.
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇.▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Re: GO ONLINE NETWORKS CORPORATION
Ladies and Gentlemen:
We are counsel to Go Online Networks Corporation, a Delaware
corporation (the "Company"), and have represented the Company in
connection with that certain Securities Purchase Agreement (the
"Purchase Agreement"), dated as of September 20, 1999 by and among
the Company and the Purchaser named therein (the "Holder") pursuant
to which the Company issued to the Holder its Series 1999-A Eight
Percent (8%) Convertible Notes (the "Notes") and may issue warrants
(the "Warrants") to purchase shares of the Company's common stock,
par value $.001 per share (the "Common Stock"). Pursuant to the
Purchase Agreement, the Company has also entered into a Registration
Rights Agreement with the Holder (the "Registration Rights
Agreement"), dated as of September 20, 1999, pursuant to which the
Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement),
including the shares of Common Stock issuable upon conversion of the
Notes and exercise of the Warrants, under the Securities Act of
1933, as amended (the "1933 ACT"). In connection with the Company's
obligations under the Registration Rights Agreement, on
, 1999, the Company filed a Registration
Statement on Form ___ (File No. 333- ) (the
"Registration Statement") with the Securities and Exchange
Commission (the "SEC") relating to the resale of the Registrable
Securities which names the Holder as a selling stockholder thereunder.
In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an
order declaring the Registration Statement effective under the 1933
Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of
a member of the SEC's staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the
Registrable Securities are available for resale under the 1933 Act
pursuant to the Registration Statement.
Very truly yours,
[COMPANY COUNSEL]
By:
