{"id":43572,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/securities-purchase-agreement-cybershop-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"securities-purchase-agreement-cybershop-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/securities-purchase-agreement-cybershop-com-inc.html","title":{"rendered":"Securities Purchase Agreement &#8211; CyberShop.Com Inc."},"content":{"rendered":"<pre>\n--------------------------------------------------------------------------------\n\n\n                          SECURITIES PURCHASE AGREEMENT\n\n                                     Between\n\n                               CYBERSHOP.COM, INC.\n\n                                       and\n\n                         THE INVESTORS SIGNATORY HERETO\n\n\n\n\n                          Dated as of December 8, 1999\n\n\n--------------------------------------------------------------------------------\n\n\n\n\n\n\n\n         SECURITIES PURCHASE AGREEMENT (this \"Agreement\"), dated as of December\n8, 1999, among Cybershop.Com, Inc., a Delaware corporation (the \"Company\"), and\nthe investors signatory hereto on the date hereof (each such investor is a\n\"Purchaser\" and all such investors are, collectively, the \"Purchasers\").\n\n         WHEREAS, subject to the terms and conditions set forth in this\nAgreement, the Company desires to issue and sell to the Purchasers and the\nPurchasers, severally and not jointly, desire to purchase from the Company,\nshares of the Company's common stock, $.001 par value per share (the \"Common\nStock\"), and certain other securities of the Company as more fully described in\nthis Agreement.\n\n         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in\nthis Agreement, and for other good and valuable consideration the receipt and\nadequacy are hereby acknowledged, the Company and the Purchasers agree as\nfollows:\n\n\n                                    ARTICLE I\n                                PURCHASE AND SALE\n\n         1.1 The Closing.\n\n                  (a) The Closing. (i) Subject to the terms and conditions set\nforth in this Agreement, the Company shall issue and sell to the Purchasers and\nthe Purchasers shall purchase an aggregate of 528,634 shares of Common Stock\n(the \"Shares\") for an aggregate purchase price of $6,000,000. The closing of the\npurchase and sale of the Shares (the \"Closing\") shall take place at the offices\nof Robinson Silverman Pearce Aronsohn &amp; Berman LLP (\"Robinson Silverman\"), 1290\nAvenue of the Americas, New York, New York 10104, immediately following the\nexecution hereof or such later date as the parties shall agree. The date of the\nClosing is hereinafter referred to as the \"Closing Date.\"\n\n                           (ii) At the Closing, the parties shall deliver or\nshall cause to be delivered the following: (A) the Company shall deliver to each\nPurchaser (1) a stock certificate representing the number of Shares indicated\nbelow such Purchaser's name on the signature page of this Agreement, registered\nin the name of such Purchaser, (2) a Common Stock purchase warrant, in the form\nof Exhibit A, registered in the name of such Purchaser, pursuant to which such\nPurchaser shall have the right to acquire shares of Common Stock upon the terms\nand in such number as set forth therein (each an \"Adjustable Warrant\"), (3) a\nCommon Stock purchase warrant, in the form of Exhibit B, registered in the name\nof such Purchaser, pursuant to which such Purchaser shall have the right to\nacquire the number of shares of Common Stock indicated below such Purchaser's\nname on the signature page of this Agreement, upon the terms set forth therein,\nat an exercise price per share (subject to adjustment as provided therein) of\n$12.00 (each, a \"Closing Warrant\" and together with the Adjustable Warrants, the\n\"Warrants\"), (4) the legal opinion of Davis &amp; Gilbert LLP, outside counsel to\nthe Company, substantially in the form of Exhibit C, and (5) all other\ndocuments, instruments and writings required to be delivered at or prior to the\nClosing by the Company pursuant to this Agreement, including an executed\nRegistration Rights Agreement, dated the date hereof, among the Company and the\nPurchasers, in the form of Exhibit D (the \"Registration Rights Agreement\"), and\nthe Transfer Agent\n\n\n\n\n\n\nInstructions, in the form of Exhibit E, delivered to and acknowledged by the\nCompany's transfer agent (the \"Transfer Agent Instructions\"); and (B) each\nPurchaser shall deliver to the Company (1) the purchase price indicated below\nsuch Purchaser's name on the signature page to this Agreement in United States\ndollars in immediately available funds by wire transfer to an account designated\nfor such purpose prior to the Closing Date in writing by the Company, and (2)\nall documents, instruments and writings required to have been delivered at or\nprior to the Closing Date by such Purchaser pursuant to this Agreement,\nincluding an executed Registration Rights Agreement.\n\n         1.2 Certain Defined Terms. For purposes of this Agreement,\"Trading Day\"\nand \"Per Share Market Value\" shall have the meanings set forth in Exhibit A and\n\"Business Day\" shall mean any day except Saturday, Sunday and any day which\nshall be a federal legal holiday or a day on which banking institutions in the\nState of New York generally are authorized or required by law or other\ngovernmental action to close. A \"Person\" means an individual or corporation,\npartnership, trust, incorporated or unincorporated association, joint venture,\nlimited liability company, joint stock company, government (or an agency or\nsubdivision thereof) or other entity of any kind\n\n\n                                   ARTICLE II\n                         REPRESENTATIONS AND WARRANTIES\n\n         2.1 Representations and Warranties of the Company. The Company hereby\nmakes the following representations and warranties to the Purchasers:\n\n                  (a) Organization and Qualification. The Company is a\ncorporation duly incorporated, validly existing and in good standing under the\nlaws of the State of Delaware, with the requisite corporate power and authority\nto own and use its properties and assets and to carry on its business as\ncurrently conducted. The Company has no subsidiaries other than as set forth in\nSchedule 2.1(a) (collectively, the \"Subsidiaries\"). Each of the Subsidiaries is\nan entity, duly organized, validly existing and in good standing under the laws\nof the jurisdiction of its incorporation or organization (as applicable), with\nthe requisite power and authority to own and use its properties and assets and\nto carry on its business as currently conducted. Each of the Company and the\nSubsidiaries is duly qualified to do business and is in good standing as a\nforeign corporation or other entity in each jurisdiction in which the nature of\nthe business conducted or property owned by it makes such qualification\nnecessary, except where the failure to be so qualified or in good standing, as\nthe case may be, could not, individually or in the aggregate, (x) adversely\naffect the legality, validity or enforceability of the Securities (as defined\nbelow) or any of this Agreement, the Registration Rights Agreement, the Transfer\nAgent Instructions or the Warrants (collectively, the \"Transaction Documents\"),\n(y) have or result in a material adverse effect on the results of operations,\nassets, prospects, or condition (financial or otherwise) of the Company and the\nSubsidiaries, taken as a whole, or (z) adversely impair the Company's ability to\nperform fully on a timely basis its obligations under any of the Transaction\nDocuments (any of (x), (y) or (z), a \"Material Adverse Effect\").\n\n                  (b) Authorization; Enforcement. The Company has the requisite\ncorporate power and authority to enter into and to consummate the transactions\ncontemplated by each of\n\n\n\n\n\n\nthe Transaction Documents and otherwise to carry out its obligations thereunder.\nThe execution and delivery of each of the Transaction Documents by the Company\nand the consummation by it of the transactions contemplated thereby have been\nduly authorized by all necessary action on the part of the Company and no\nfurther action is required by the Company. Each of the Transaction Documents has\nbeen duly executed by the Company and, when delivered in accordance with the\nterms hereof, will constitute the valid and binding obligation of the Company\nenforceable against the Company in accordance with its terms. Neither the\nCompany nor any Subsidiary is in violation of any of the provisions of its\nrespective articles of incorporation, by-laws or other charter or organizational\ndocuments.\n\n                  (c) Capitalization. The number of authorized, issued and\noutstanding capital stock of the Company is set forth in Schedule 2.1(c). Except\nas disclosed in Schedule 2.1(c), the Company owns all of the capital stock of\neach Subsidiary. Except as disclosed in Schedule 2.1(c), no securities of the\nCompany or any Subsidiary are entitled to preemptive or similar rights, nor is\nany holder of securities of the Company or any Subsidiary entitled to preemptive\nor similar rights arising out of any agreement or understanding with the Company\nor any Subsidiary by virtue of any of the Transaction Documents. Except as\ndisclosed in Schedule 2.1(c), there are no outstanding options, warrants, script\nrights to subscribe to, calls or commitments of any character whatsoever\nrelating to, or securities, except as a result of the purchase and sale of the\nSecurities, or rights or obligations convertible into or exchangeable for, or\ngiving any Person (as defined below) any right to subscribe for or acquire, any\nshares of Common Stock, or contracts, commitments, understandings, or\narrangements by which the Company or any Subsidiary is or may become bound to\nissue additional shares of Common Stock, or securities or rights convertible or\nexchangeable into shares of Common Stock. To the knowledge of the Company,\nexcept as specifically disclosed in the SEC Reports (as defined below) or\nSchedule 2.1(c), no Person or group of related Persons beneficially owns (as\ndetermined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act\nof 1934, as amended (the \"Exchange Act\")), or has the right to acquire by\nagreement with or by obligation binding upon the Company, beneficial ownership\nof in excess of 5% of the Common Stock..\n\n                  (d) Issuance of the Securities. The Securities are duly\nauthorized and, when issued and paid for in accordance with the terms hereof and\nthe Warrants, shall have been duly and validly issued, fully paid and\nnonassessable, free and clear of all liens, encumbrances and rights of first\nrefusal of any kind (collectively, \"Liens\"). The Company has reserved a number\nof duly authorized number of shares of Common Stock for issuance hereunder upon\nexercise of the Warrants that is not less than the sum of (i) the aggregate\nnumber of Shares to be issued hereunder; (ii) the maximum number of Underlying\nShares (as defined below) issuable upon exercise of the Adjustable Warrants,\nassuming that the Per Share Market Value utilized to determine the number of\nsuch Underlying Shares is 50% of the average Per Share Market Value on the\nTrading Day immediately preceding the Closing Date; and (iii) the number of\nUnderlying Shares issuable upon exercise in full of the Closing Warrants (such\nnumber of shares of Common Stock as contemplated in clauses (i), (ii) and (iii),\nthe \"Initial Minimum\"). The shares of Common Stock issuable upon exercise of the\nWarrants are referred to herein as the \"Underlying Shares.\" The Shares, the\nWarrants and the Underlying Shares are collectively referred to herein as, the\n\"Securities.\"\n\n\n\n\n\n\n                  (e) No Conflicts. The execution, delivery and performance of\nthe Transaction Documents by the Company and the consummation by the Company of\nthe transactions contemplated thereby do not and will not (i) conflict with or\nviolate any provision of the Company's or any Subsidiary's articles of\nincorporation, bylaws or other charter documents (each as amended through the\ndate hereof), or (ii) subject to obtaining the Required Approvals (as defined\nbelow), and except as set forth in Schedule 2.1(e), conflict with, or constitute\na default (or an event which with notice or lapse of time or both would become a\ndefault) under, or give to others any rights of termination, amendment,\nacceleration or cancellation (with or without notice, lapse of time or both) of,\nany agreement, credit facility, debt or other instrument (evidencing a Company\nor Subsidiary debt or otherwise) or other understanding to which the Company or\nany Subsidiary is a party or by which any property or asset of the Company or\nany Subsidiary is bound or affected, or (iii) result in a violation of any law,\nrule, regulation, order, judgment, injunction, decree or other restriction of\nany court or governmental authority to which the Company or a Subsidiary is\nsubject (including federal and state securities laws and regulations), or by\nwhich any property or asset of the Company or a Subsidiary is bound or affected;\nexcept in the case of each of clauses (ii) and (iii), as could not, individually\nor in the aggregate, have or result in a Material Adverse Effect. The business\nof the Company is not being conducted in violation of any law, ordinance or\nregulation of any governmental authority, except for violations which,\nindividually or in the aggregate, could not have or result in a Material Adverse\nEffect.\n\n                  (f) Filings, Consents and Approvals. Neither the Company nor\nany Subsidiary is required to obtain any consent, waiver, authorization or order\nof, give any notice to, or make any filing or registration with, any court or\nother federal, state, local or other governmental authority or other Person in\nconnection with the execution, delivery and performance by the Company of the\nTransaction Documents, other than (i) the filings required pursuant to Section\n3.11, (ii) the filing with the Securities and Exchange Commission (the\n\"Commission\") of a registration statement meeting the requirements set forth in\nthe Registration Rights Agreement and covering the resale of the Shares and the\nUnderlying Shares by the Purchasers (the \"Underlying Shares Registration\nStatement\"), (iii) the application(s) to the Nasdaq National Market (\"NASDAQ\")\nfor the listing of the Shares and the Underlying Shares with the NASDAQ (and\nwith any other national securities exchange of market in which the Common Stock\nis then listed) in the time and manner required thereby , (vi) applicable Blue\nSky filings, and (v) in all other cases where the failure to obtain such\nconsent, waiver, authorization or order, or to give such notice or make such\nfiling or registration could not have or result in, individually or in the\naggregate, a Material Adverse Effect (the items described in clauses (i)-(vi)\nare collectively, the \"Required Approvals\").\n\n                  (g) Litigation; Proceedings. Except as specified in the SEC\nReports, there is no action, suit, notice of violation, proceeding or\ninvestigation pending or, to the knowledge of the Company, threatened against or\naffecting the Company or any of its Subsidiaries or any of their respective\nproperties before or by any court, governmental or administrative agency or\nregulatory authority (federal, state, county, local or foreign) which (i)\nadversely affects or challenges the legality, validity or enforceability of any\nof the Transaction Documents or the Securities or (ii) could, individually or in\nthe aggregate, have or result in a Material Adverse Effect.\n\n\n\n\n\n\n                  (h) No Default or Violation. Neither the Company nor any\nSubsidiary (i) is in default under or in violation of (and no event has occurred\nwhich has not been waived which, with notice or lapse of time or both, would\nresult in a default by the Company or any Subsidiary under), nor has the Company\nor any Subsidiary received notice of a claim that it is in default under or that\nit is in violation of, any indenture, loan or credit agreement or any other\nagreement or instrument to which it is a party or by which it or any of its\nproperties is bound (whether or not such default or violation has been waived),\n(ii) is in violation of any order of any court, arbitrator or governmental body,\nor (iii) is in violation of any statute, rule or regulation of any governmental\nauthority, except as could not individually or in the aggregate, have or result\nin a Material Adverse Effect.\n\n                  (i) Private Offering. Assuming the accuracy of the\nrepresentations and warranties of the Purchasers set forth in Sections\n2.2(b)-(g), the offer, issuance and sale of the Securities to the Purchasers as\ncontemplated hereby are exempt from the registration requirements of the\nSecurities Act of 1933, as amended (the \"Securities Act\"). Neither the Company\nnor any Person acting on its behalf has taken or is, to the knowledge of the\nCompany, contemplating taking any action which could subject the offering,\nissuance or sale of the Securities to the registration requirements of the\nSecurities Act including soliciting any offer to buy or sell the Securities by\nmeans of any form of general solicitation or advertising.\n\n                  (j) SEC Reports; Financial Statements. The Company has filed\nall reports required to be filed by it under the Securities Act of 1933, as\namended (the \"Securities Act\"), and the Exchange Act for the two years preceding\nthe date hereof (or such shorter period as the Company was required by law to\nfile such material) (the foregoing materials being collectively referred to\nherein as the \"SEC Reports\" and, together with the Schedules to this Agreement\nthe \"Disclosure Materials\") on a timely basis or has received a valid extension\nof such time of filing and has filed any such SEC Reports prior to the\nexpiration of any such extension. As of their respective dates, the SEC Reports\ncomplied in all material respects with the requirements of the Securities Act\nand the Exchange Act and the rules and regulations of the Commission promulgated\nthereunder, and none of the SEC Reports, when filed, contained any untrue\nstatement of a material fact or omitted to state a material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they were made, not misleading. All material\nagreements to which the Company is a party or to which the property or assets of\nthe Company are subject have been filed as exhibits to the SEC Reports. The\nfinancial statements of the Company included in the SEC Reports comply in all\nmaterial respects with applicable accounting requirements and the rules and\nregulations of the Commission with respect thereto as in effect at the time of\nfiling. Such financial statements have been prepared in accordance with\ngenerally accepted accounting principles applied on a consistent basis during\nthe periods involved (\"GAAP\"), except as may be otherwise specified in such\nfinancial statements or the notes thereto, and fairly present in all material\nrespects the financial position of the Company and its consolidated subsidiaries\nas of and for the dates thereof and the results of operations and cash flows for\nthe periods then ended, subject, in the case of unaudited statements, to normal,\nimmaterial, year-end audit adjustments. Since June 30,1999, except as\nspecifically disclosed in the SEC Reports, (a) there has been no event,\noccurrence or development that has or that could result in a Material Adverse\nEffect, (b) the Company has not incurred any liabilities (contingent or\notherwise) other than (x) liabilities incurred in the ordinary course of\nbusiness consistent with past practice and (y) liabilities not required to be\nreflected in\n\n\n\n\n\n\nthe Company's financial statements pursuant to GAAP or required to be disclosed\nin filings made with the Commission, (c) the Company has not altered its method\nof accounting or the identity of its auditors and (d) the Company has not\ndeclared or made any payment or distribution of cash or other property to its\nstockholders or officers or directors (other than in compliance with existing\nCompany stock or stock option plans) with respect to its capital stock, or\npurchased, redeemed (or made any agreements to purchase or redeem) any shares of\nits capital stock.\n\n                  (k) Investment Company. The Company is not, and is not an\nAffiliate (as defined in Rule 405 under the Securities Act) of, an \"investment\ncompany\" within the meaning of the Investment Company Act of 1940, as amended.\n\n                  (l) Certain Fees. No fees or commissions will be payable by\nthe Company to any broker, financial advisor or consultant, finder, placement\nagent, investment banker, bank or other person, with respect to the transactions\ncontemplated by this Agreement. The Purchasers shall have no obligation with\nrespect to any fees or with respect to any claims made by or on behalf of other\nPersons for fees of a type contemplated in this Section that may be due in\nconnection with the transactions contemplated by this Agreement. The Company\nshall indemnify and hold harmless the Purchasers, their employees, officers,\ndirectors, agents, and partners, and its respective Affiliates, from and against\nall claims, losses, damages, costs (including the costs of preparation and\nattorney's fees) and expenses suffered in respect of any such claimed or\nexisting fees, as such fees and expenses are incurred.\n\n                  (m) Form S-3 Eligibility. The Company is eligible to register\nits Common Stock for resale under Form S-3 promulgated under the Securities Act.\n\n                  (n) Listing and Maintenance Requirements. The Company has not,\nin the two years preceding the date hereof, except for notice sent by NASDAQ to\nthe Company in error, received notice (written or oral) from the NASDAQ or any\nother stock exchange, market or trading facility on which the Common Stock is or\nhas been listed (or on which it has been quoted) to the effect that the Company\nis not in compliance with the listing or maintenance requirements of such\nexchange, market or trading facility. The Company is, and has no reason to\nbelieve that it will not in the foreseeable future continue to be, in compliance\nwith all such listing and maintenance requirements.\n\n                  (o) Patents and Trademarks. The Company and its Subsidiaries\nhave, or have rights to use, all patents, patent applications, trademarks,\ntrademark applications, service marks, trade names, copyrights, licenses and\nrights (collectively, the \"Intellectual Property Rights\") which are necessary or\nmaterial for use in connection with their respective business as described in\nthe SEC Reports and as contemplated to be conducted, and which the failure to so\nhave would have a Material Adverse Effect. Neither the Company nor any\nSubsidiary has received a written notice that the Intellectual Property Rights\nused by the Company or its Subsidiaries violates or infringes upon the rights of\nany Person, to the best knowledge of the Company. All such Intellectual Property\nRights are enforceable and there is no existing infringement by another Person\nof any of the Intellectual Property Rights.\n\n\n\n\n\n\n                  (p) Regulatory Permits. The Company and its Subsidiaries\npossess all certificates, authorizations and permits issued by the appropriate\nfederal, state or foreign regulatory authorities necessary to conduct their\nrespective businesses as described in the SEC Reports, except where the failure\nto possess such permits could not, individually or in the aggregate, have or\nresult in a Material Adverse Effect (\"Material Permits\"), and neither the\nCompany nor any such Subsidiary has received any notice of proceedings relating\nto the revocation or modification of any Material Permit.\n\n                  (q) Title. Except as set forth in Schedule 2.1(q), the Company\nand the Subsidiaries have good and marketable title in fee simple to all real\nproperty and personal property owned by them which is material to the business\nof the Company and its Subsidiaries, in each case free and clear of all Liens,\nexcept for Liens as do not materially affect the value of such property and do\nnot materially interfere with the use made and proposed to be made of such\nproperty by the Company and its Subsidiaries. Any real property and facilities\nheld under lease by the Company and its Subsidiaries are held by them under\nvalid, subsisting and enforceable leases with such exceptions as are not\nmaterial and do not materially interfere with the use made and proposed to be\nmade of such property and buildings by the Company and its Subsidiaries.\n\n                  (r) Disclosure. The Company confirms that neither it nor any\nPerson acting on its behalf has provided the Purchasers or their agents or\ncounsel with any information that constitutes or might constitute material\nnon-public information. The Company understands and confirms that the Purchasers\nshall be relying on the foregoing representations in effecting transactions in\nsecurities of the Company. All disclosure provided to the Purchasers regarding\nthe Company, its business and the transactions contemplated hereby, including\nthe Schedules to this Agreement, furnished by or on behalf of the Company are\ntrue and correct and do not contain any untrue statement of a material fact or\nomit to state any material fact necessary in order to make the statements made\ntherein not misleading.\n\n         2.2 Representations and Warranties of the Purchasers. Each Purchaser\nhereby for itself and for no other Purchaser, represents and warrants to the\nCompany as follows:\n\n                  (a) Organization; Authority. Such Purchaser is an entity duly\norganized, validly existing and in good standing under the laws of the\njurisdiction of its organization with the requisite corporate or partnership\npower and authority to enter into and to consummate the transactions\ncontemplated by the Transaction Documents and otherwise to carry out its\nobligations thereunder. The purchase by such Purchaser of the Securities\nhereunder has been duly authorized by all necessary action on the part of such\nPurchaser. Each of this Agreement and the Registration Rights Agreement has been\nduly executed by such Purchaser, and when delivered by such Purchaser in\naccordance with the terms hereof, will constitute the valid and legally binding\nobligation of such Purchaser, enforceable against it in accordance with its\nterms.\n\n                  (b) Investment Intent. Such Purchaser is acquiring the\nSecurities as principal for its own account for investment purposes only and not\nwith a view to or for distributing or reselling such Securities or any part\nthereof, without prejudice, however, to such Purchaser's right, subject to the\nprovisions of this Agreement and the Registration Rights Agreement, at all times\nto sell or otherwise dispose of all or any part of such Securities pursuant to\nan effective registration statement under the Securities Act and in compliance\nwith applicable federal and\n\n\n\n\n\n\nstate securities laws or under an exemption from such registration. Nothing\ncontained herein shall be deemed a representation or warranty by such Purchaser\nto hold Securities for any amount of time.\n\n                  (c) Purchaser Status. At the time such Purchaser was offered\nthe Securities, it was, and at the date hereof it is, and at each exercise date\nunder the Warrants, it will be, an \"accredited investor\" as defined in Rule\n501(a)(8) under the Securities Act.\n\n                  (d) Experience of such Purchaser. Such Purchaser, either alone\nor together with its representatives, has such knowledge, sophistication and\nexperience in business and financial matters so as to be capable of evaluating\nthe merits and risks of the prospective investment in the Securities, and has so\nevaluated the merits and risks of such investment.\n\n                  (e) Ability of Purchaser to Bear Risk of Investment. Such\nPurchaser is able to bear the economic risk of an investment in the Securities\nand, at the present time, is able to afford a complete loss of such investment.\n\n                  (f) Access to Information. Such Purchaser acknowledges that it\nhas reviewed the Disclosure Materials and has been afforded (i) the opportunity\nto ask such questions as it has deemed necessary of, and to receive answers\nfrom, representatives of the Company concerning the terms and conditions of the\noffering of the Securities and the merits and risks of investing in the\nSecurities; (ii) access to information about the Company and the Company's\nfinancial condition, results of operations, business, properties, management and\nprospects sufficient to enable it to evaluate its investment; and (iii) the\nopportunity to obtain such additional information which the Company possesses or\ncan acquire without unreasonable effort or expense that is necessary to make an\ninformed investment decision with respect to the investment. Neither such\ninquiries nor any other investigation conducted by or on behalf of any Purchaser\nor its representatives or counsel shall modify, amend or affect a Purchaser's\nright to rely on the truth, accuracy and completeness of the Disclosure\nMaterials and the Company's representations and warranties contained in the\nTransaction Documents.\n\n                  (g) General Solicitation. Such Purchaser is not purchasing the\nSecurities as a result of or subsequent to any advertisement, article, notice or\nother communication regarding the Securities published in any newspaper,\nmagazine or similar media or broadcast over television or radio or presented at\nany seminar or any other general solicitation or general advertisement.\n\n                  (h) Reliance. Such Purchaser understands and acknowledges that\n(i) the Securities are being offered and sold to it without registration under\nthe Securities Act in a private placement that is exempt from the registration\nprovisions of the Securities Act and (ii) the availability of such exemption,\ndepends in part on, and the Company will rely upon the accuracy and truthfulness\nof, the foregoing representations and such Purchaser hereby consents to such\nreliance.\n\n                  The Company acknowledges and agrees that no Purchaser makes or\nhas made representations or warranties with respect to the transactions\ncontemplated hereby other than those specifically set forth in this Section 2.2.\n\n\n\n\n\n\n                                   ARTICLE III\n                         OTHER AGREEMENTS OF THE PARTIES\n\n         3.1 Transfer Restrictions. (a) Securities may only be disposed of\npursuant to an effective registration statement under the Securities Act, to the\nCompany or pursuant to an available exemption from or in a transaction not\nsubject to the registration requirements of the Securities Act, and in\ncompliance with any applicable federal and state securities laws. In connection\nwith any transfer of Securities other than pursuant to an effective registration\nstatement or to the Company, except as otherwise set forth herein, the Company\nmay require the transferor thereof to provide to the Company an opinion of\ncounsel selected by the transferor, the form and substance of which opinion\nshall be reasonably satisfactory to the Company, to the effect that such\ntransfer does not require registration under the Securities Act. Notwithstanding\nthe foregoing, the Company, without requiring a legal opinion as described in\nthe immediately preceding sentence, hereby consents to and agrees to register on\nthe books of the Company and with any transfer agent for the securities of the\nCompany any transfer of Securities by a Purchaser to an Affiliate of such\nPurchaser or to one or more funds or managed accounts under common management\nwith such Purchaser, and any transfer among any such Affiliates or one or more\nfunds or managed accounts, provided that the transferee certifies to the Company\nthat it is an \"accredited investor\" within the meaning of Rule 501(a) under the\nSecurities Act and that it is acquiring the Securities solely for investment\npurposes (subject to the qualifications hereof). Any such transferee shall agree\nin writing to be bound by the terms of this Agreement and shall have the rights\nof the Purchaser under this Agreement and the Registration Rights Agreement.\n\n                  (b) The Purchasers agree to the imprinting, so long as is\nrequired by this Section 3.1(b), of the following legend on the Securities:\n\n                  [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH\n         THESE SECURITIES ARE EXERCISABLE] HAVE BEEN REGISTERED WITH THE\n         SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY\n         STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE\n         SECURITIES ACT OF 1933, AS AMENDED (THE \"SECURITIES ACT\"), AND,\n         ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE\n         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN\n         AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE\n         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH\n         APPLICABLE STATE SECURITIES LAWS.\n\n                  Neither Shares nor Underlying Shares shall contain the legend\nset forth above nor any other legend at any time while an Underlying Shares\nRegistration Statement is effective under the Securities Act or, in the event\nthere is not an effective Registration Statement at such time if such legend is\nnot required under applicable requirements of the Securities Act (including\njudicial interpretations and pronouncements issued by the staff of the\nCommission). The Company shall cause its counsel to issue the legal opinion\nincluded in the Transfer Agent Instructions to the Company's transfer agent on\nthe day that such Registration Statement is declared effective by the\nCommission. The Company agrees that if any Shares or Underlying\n\n\n\n\n\n\nShares are issued with a legend in accordance with this Section 3.1(b), it will,\nwithin three (3) Trading Days after request therefor by a Purchaser and the\nsurrender by such Purchaser of the certificate representing the applicable\nShares or Underlying Shares, provide such Purchaser with a certificate or\ncertificates representing such Shares or Underlying Shares, free from such\nlegend at such time as such legend would not have been required under this\nSection 3.1(b) had such issuance occurred on the date of such request. The\nCompany may not make any notation on its records or give instructions to any\ntransfer agent of the Company which enlarge the restrictions of transfer set\nforth in this Section.\n\n         3.2 Acknowledgment of Dilution. The Company acknowledges that the\nissuance of Underlying Shares upon exercise of the Warrants will result in\ndilution of the outstanding shares of Common Stock, which dilution may be\nsubstantial under certain market conditions. The Company further acknowledges\nthat its obligation to issue Underlying Shares upon exercise of the Warrants\npursuant to the terms thereof is unconditional and absolute regardless of the\neffect of any such dilution.\n\n         3.3 Furnishing of Information. As long as the Purchasers own\nSecurities, the Company covenants to timely file (or obtain extensions in\nrespect thereof and file within the applicable grace period) all reports\nrequired to be filed by the Company after the date hereof pursuant to the\nExchange Act. So long as the Purchasers own Securities, if the Company is not\nrequired to file reports pursuant to such laws, it will prepare and furnish to\nthe Purchasers and make publicly available in accordance with Rule 144(c)\npromulgated under the Securities Act such information as is required for the\nPurchasers to sell the Securities under Rule 144 promulgated under the\nSecurities Act. The Company further covenants that it will take such further\naction as any holder of Securities may reasonably request, all to the extent\nrequired from time to time to enable such Person to sell Underlying Shares\nwithout registration under the Securities Act within the limitation of the\nexemptions provided by Rule 144 promulgated under the Securities Act, including\nthe legal opinion referenced above in this Section. Upon the request of any such\nPerson, the Company shall deliver to such Person a written certification of a\nduly authorized officer as to whether it has complied with such requirements.\n\n         3.4 Integration. The Company shall not, and shall use its best efforts\nto ensure that, no Affiliate shall, sell, offer for sale or solicit offers to\nbuy or otherwise negotiate in respect of any security (as defined in Section 2\nof the Securities Act) that would be integrated with the offer or sale of the\nSecurities in a manner that would require the registration under the Securities\nAct of the sale of the Securities to the Purchasers or that would be integrated\nwith the offer or sale of the Securities for purposes of the rules and\nregulations of the Nasdaq Stock Market.\n\n         3.5 Increase in Authorized Shares. If on any date the Company would be,\nif a notice of exercise were to be delivered on such date, precluded from\nissuing 200% of the number of Underlying Shares as would then be issuable upon\nexercise in full of the Adjustable Warrants (the \"Current Required Minimum\") due\nto the unavailability of a sufficient number of authorized but unissued or\nreserved shares of Common Stock, then the Board of Directors of the Company\nshall promptly (and in any case, within 30 Business Days from such date) prepare\nand mail to the stockholders of the Company proxy materials requesting\nauthorization to amend the Company's articles of incorporation to increase the\nnumber of shares of Common Stock which the Company is authorized to issue to at\nleast such number of shares as is reasonably adequate to enable the\n\n\n\n\n\n\nCompany to comply with its issuance, exercise and reservation of shares\nobligations as set forth in this Agreement and the Warrants (the sum of (x) the\nnumber of shares of Common Stock then outstanding plus all shares of Common\nStock issuable upon exercise of all outstanding options, warrants and\nconvertible instruments other than the Adjustable Warrants, and (y) the Current\nRequired Minimum, shall be a reasonable number). In connection therewith, the\nBoard of Directors shall (a) adopt proper resolutions authorizing such increase,\n(b) recommend to and otherwise use its best efforts to promptly and duly obtain\nstockholder approval to carry out such resolutions (and hold a special meeting\nof the stockholders no later than the earlier to occur of the 60th day after\ndelivery of the proxy materials relating to such meeting and the 90th day after\nrequest by a holder of Warrants to issue the number of Underlying Shares in\naccordance with the terms hereof) and (c) within five (5) Business Days of\nobtaining such stockholder authorization, file an appropriate amendment to the\nCompany's articles of incorporation to evidence such increase.\n\n         3.6 Reservation and Listing of Underlying Shares. (a) The Company shall\n(i) in the time and manner required by the NASDAQ and such other national\nsecurities exchange or market or trading or quotation facility on which the\nCommon Stock is then listed for trading, prepare and file with the NASDAQ (and\nsuch other national securities exchange or market or trading or quotation\nfacility on which the Common Stock is then listed for trading) an additional\nshares listing application covering a number of shares of Common Stock which is\nnot less than the Initial Minimum, (ii) take all steps necessary to cause such\nshares of Common Stock to be approved for listing in the NASDAQ (as well as on\nany such other national securities exchange or market or trading or quotation\nfacility on which the Common Stock is then listed) as soon as possible\nthereafter, and (iii) provide to the Purchasers evidence of such listing, and\nthe Company shall maintain the listing of its Common Stock thereon. If the\nnumber of Underlying Shares issuable upon exercise of the then unexercised\nportion of the Adjustable Warrants exceeds 85% of the number of Underlying\nShares previously listed on account thereof with NASDAQ (and any such other\nrequired exchanges), then the Company shall take the necessary actions to\nimmediately list a number of Underlying Shares as equals no less than the then\nCurrent Required Minimum with respect thereto.\n\n                  (b) The Company shall maintain a reserve of shares of Common\nStock for issuance upon exercise in full of the Warrants in accordance with the\nWarrants, in such amount as may be required to fulfill its obligations in full\nunder the Warrants, which reserve shall equal no less than the then Current\nRequired Minimum.\n\n         3.7 Exercise Procedures. The Transfer Agent Instructions and Form of\nElection to Purchase under the Warrants set forth the totality of the procedures\nwith respect to the exercise of the Warrants, including the form of legal\nopinion, if necessary, that shall be rendered to the Company's transfer agent\nand such other information and instructions as may be reasonably necessary to\nenable the Purchasers to exercise the Warrants.\n\n         3.8 Notice of Breaches. Each of the Company and the Purchasers shall\ngive prompt written notice to the other of any breach by it of any\nrepresentation, warranty or other agreement contained in any Transaction\nDocument, as well as any events or occurrences arising after the date hereof\nwhich would reasonably be likely to cause any representation or warranty or\nother agreement of such party, as the case may be, contained therein to be\nincorrect or breached as of\n\n\n\n\n\n\nthe Closing Date. However, no disclosure by a party pursuant to this Section\nshall be deemed to cure any breach of any representation, warranty or other\nagreement contained in any Transaction Document.\n\n         3.9 Right of First Refusal; Subsequent Registrations. (a) The Company\nshall not, directly or indirectly, without the prior written consent of the\nPurchasers, offer, sell, grant any option to purchase, or otherwise dispose of\n(or announce any offer, sale, grant or any option to purchase or other\ndisposition) any of its or its Affiliates' equity or equity-equivalent\nsecurities or a transaction intended to be exempt or not subject to registration\nunder the Securities Act (a \"Subsequent Placement\") until the 180th day after\nthe Underlying Shares Registration Statement is first declared effective by the\nCommission, except (i) the granting of options or warrants to employees,\nofficers and directors, and the issuance of shares upon exercise of options\ngranted, under any stock option plan heretofore or hereinafter duly adopted by\nthe Company, (ii) shares of Common Stock issuable upon exercise of currently\noutstanding options and warrants and upon conversion of any currently\noutstanding convertible securities of the Company, in each case to the extent\ndisclosed in Schedule 2.1(c) but not with respect to any amendment or\nmodification thereof, and (iii) shares of Common Stock issuable upon exercise of\nthe Warrants in accordance with the terms thereof, unless (A) the Company\ndelivers to each Purchaser a written notice (the \"Subsequent Placement Notice\")\nof its intention to effect such Subsequent Placement, which Subsequent Placement\nNotice shall describe in reasonable detail the proposed terms of such Subsequent\nPlacement, the amount of proceeds intended to be raised thereunder, the Person\nwith whom such Subsequent Placement shall be effected, and attached to which\nshall be a term sheet or similar document relating thereto and (B) such\nPurchaser shall not have notified the Company by 5:30 p.m. (New York City time)\non the fifth (5th) Trading Day after its receipt of the Subsequent Placement\nNotice of its willingness to cause such Purchaser to provide (or to cause its\nsole designee to provide), subject to completion of mutually acceptable\ndocumentation, financing to the Company on the same terms set forth in the\nSubsequent Placement Notice. If the Purchasers shall fail to notify the Company\nof their intention to enter into such negotiations within such time period, the\nCompany may effect the Subsequent Placement substantially upon the terms and to\nthe Persons (or Affiliates of such Persons) set forth in the Subsequent\nPlacement Notice; provided, that the Company shall provide the Purchasers with a\nsecond Subsequent Placement Notice, and the Purchasers shall again have the\nright of first refusal set forth above in this Section (a), if the Subsequent\nPlacement subject to the initial Subsequent Placement Notice shall not have been\nconsummated for any reason on the terms set forth in such Subsequent Placement\nNotice within thirty (30) Trading Days after the date of the initial Subsequent\nPlacement Notice with the Person (or an Affiliate of such Person) identified in\nthe Subsequent Placement Notice. The rights of the Purchasers under this Section\nshall apply to each Subsequent Placement contemplated by the Company or such\nSubsidiary, regardless of any prior waivers or non-participation.\n\n                  (b) Except for (w) Shares, (x) Underlying Shares, (y) other\n\"Registrable Securities\" (as such term is defined in the Registration Rights\nAgreement) to be registered, and securities of the Company as set forth in\nSchedule 6(b) of the Registration's Rights Agreement to be registered, in the\nUnderlying Shares Registration Statement in accordance with the Registration\nRights Agreement, and (z) Common Stock permitted to be issued pursuant to\nparagraph (a)(i) - (iii) of Section 3.9 (a), the Company shall not, for a period\nof not less than 90 Trading Days after the date that the Underlying Shares\nRegistration Statement is declared\n\n\n\n\n\n\neffective by the Commission, without the prior written consent of the Purchasers\n(i) issue or sell any of its or any of its Affiliates' equity or\nequity-equivalent securities pursuant to Regulation S promulgated under the\nSecurities Act, or (ii) file a registration statement for the issuance or resale\nof any securities of the Company. Any days that a Purchaser is not permitted or\nunable to utilize the prospectus or otherwise to sell Underlying Shares under\nthe Underlying Shares Registration Statement shall be added to such 90 Trading\nDay period for the purposes of this Section.\n\n         3.10 Certain Securities Laws Disclosures; Publicity. The Company shall:\n(i) on the Closing Date, issue a press release acceptable to the Purchasers\ndisclosing the transactions contemplated hereby, (ii) file with the Commission a\nReport on Form 8-K or Form 10-Q (as applicable) disclosing the transactions\ncontemplated hereby within ten (10) Business Days after the Closing Date, and\n(iii) timely file with the Commission a Form D promulgated under the Securities\nAct as required under Regulation D promulgated under the Securities Act and\nprovide a copy thereof to the Purchasers promptly after the filing thereof. The\nCompany shall, no less than two (2) Business Days prior to the filing of any\ndisclosure required by clauses (ii) and (iii) above, provide a copy thereof to\nthe Purchasers. The Company and the Purchasers shall consult with each other in\nissuing any press releases or otherwise making public statements or filings and\nother communications with the Commission or any regulatory agency or stock\nmarket or trading facility with respect to the transactions contemplated hereby\nand neither party shall issue any such press release or otherwise make any such\npublic statement, filings or other communications pertaining to the transactions\ncontemplated hereby without the prior written consent of the other, which\nconsent shall not be unreasonably withheld or delayed, except that no prior\nconsent shall be required if such disclosure is required by law and such consent\ncan not reasonably be expected to be received prior to the time required to\ncomplete such filing or make such statement in accordance with such applicable\nlaw, in which such case the disclosing party shall provide the other party with\nprior notice of such public statement, filing or other communication.\nNotwithstanding the foregoing, the Company shall not publicly disclose the name\nof a Purchaser, or include the name of a Purchaser in any filing with the\nCommission, or any regulatory agency, trading facility or stock market without\nthe prior written consent of such Purchaser, except to the extent such\ndisclosure (but not any disclosure as to the controlling Persons thereof) is\nrequired by law, in which case the Company shall provide such Purchaser with\nprior notice of such disclosure.\n\n         3.11 Transfer of Intellectual Property Rights. Except in connection\nwith the sale of all or substantially all of the assets of the Company, the\nCompany shall not transfer, sell or otherwise dispose of any Intellectual\nProperty Rights, or allow any of the Intellectual Property Rights to become\nsubject to any Liens, or fail to renew such Intellectual Property Rights (if\nrenewable and it would otherwise lapse if not renewed).\n\n         3.12 Use of Proceeds. The Company shall use the net proceeds from the\nsale of Securities hereunder for working capital purposes and not for the\nsatisfaction of any portion of the Company's debt (other than trade payables in\nthe ordinary course of business), to redeem any Company equity or\nequity-equivalent securities or to settle any outstanding litigation. Pending\napplication of the proceeds of this placement in the manner permitted hereby,\nthe Company will invest such proceeds in interest bearing accounts and\/or\nshort-term, investment grade interest bearing securities.\n\n\n\n\n\n\n         3.13 Reimbursement. If any Purchaser, other than by reason of its gross\nnegligence or willful misconduct, becomes involved in any capacity in any\naction, proceeding or investigation brought by or against any Person, including\nstockholders of the Company, in connection with or as a result of the\nconsummation of the transactions contemplated by Transaction Documents, the\nCompany will reimburse such Purchaser for its reasonable legal and other\nexpenses (including the cost of any investigation and preparation and travel in\nconnection therewith) incurred in connection therewith, as such expenses are\nincurred. The reimbursement obligations of the Company under this paragraph\nshall be in addition to any liability which the Company may otherwise have,\nshall extend upon the same terms and conditions to any Affiliates of the\nPurchasers who are actually named in such action, proceeding or investigation,\nand partners, directors, agents, employees and controlling persons (if any), as\nthe case may be, of the Purchasers and any such Affiliate, and shall be binding\nupon and inure to the benefit of any successors, assigns, heirs and personal\nrepresentatives of the Company, the Purchasers and any such Affiliate and any\nsuch Person. The Company also agrees that neither the Purchasers nor any such\nAffiliates, partners, directors, agents, employees or controlling persons shall\nhave any liability to the Company or any Person asserting claims on behalf of or\nin right of the Company in connection with or as a result of the consummation of\nthe Transaction Documents except to the extent that any losses, claims, damages,\nliabilities or expenses incurred by the Company result from the gross negligence\nor willful misconduct of the applicable Purchaser or entity in connection with\nthe transactions contemplated by this Agreement.\n\n         3.14 Purchasers' Obligations Under Letter Agreement. The parties agree\nthat upon the Closing hereunder, the obligations of the Purchasers under the\nletter agreement between the parties, dated September 30, 1999, will be\nsatisfied in full.\n\n         3.15 Warrant Shares. The parties agree that, notwithstanding anything\nto the contrary contained therein, the Adjustable Warrants issued to the\nPurchasers on September 30, 1999, will no longer vest from and after the Closing\nDate. However, any vesting for a prior Vesting Date (as defined in Section 3(a)\nof the Adjustable Warrant dated September 30, 1999) will be honored.\n\n\n                                   ARTICLE IV\n                                  MISCELLANEOUS\n\n                  4.1 Fees and Expenses. At the Closing the Company shall\nreimburse the Purchasers for their legal fees and expenses incurred in\nconnection with the preparation and negotiation of the Transaction Documents by\npaying to Robinson Silverman $25,000 for the preparation and negotiation of the\nTransaction Documents. The $25,000 may be deducted from the proceeds of the\nPurchase Price payable to the Company and paid directly by the Purchasers to\nRobinson Silverman. Other than the amounts contemplated in the immediately\npreceding sentence, and except as otherwise set forth in the Registration Rights\nAgreement, each party shall pay the fees and expenses of its advisers, counsel,\naccountants and other experts, if any, and all other expenses incurred by such\nparty incident to the negotiation, preparation, execution, delivery and\nperformance of this Agreement. The Company shall pay all stamp and other taxes\nand duties levied in connection with the issuance of the Securities.\n\n\n\n\n\n\n                  4.2 Entire Agreement; Amendments. The Transaction Documents,\ntogether with the Exhibits and Schedules thereto contain the entire\nunderstanding of the parties with respect to the subject matter hereof and\nsupersede all prior agreements and understandings, oral or written, with respect\nto such matters, which the parties acknowledge have been merged into such\ndocuments, exhibits and schedules.\n\n                  4.3 Notices. Any and all notices or other communications or\ndeliveries required or permitted to be provided hereunder shall be in writing\nand shall be deemed given and effective on the earliest of (i) the date of\ntransmission, if such notice or communication is delivered via facsimile at the\nfacsimile telephone number specified in this Section prior to 8:00 p.m. (New\nYork City time) on a Business Day, (ii) the Business Day after the date of\ntransmission, if such notice or communication is delivered via facsimile at the\nfacsimile telephone number specified in this Agreement later than 8:00 p.m. (New\nYork City time) on any date and earlier than 11:59 p.m. (New York City time) on\nsuch date, (iii) the Business Day following the date of mailing, if sent by\nnationally recognized overnight courier service, or (iv) upon actual receipt by\nthe party to whom such notice is required to be given. The address for such\nnotices and communications shall be as follows:\n\n         If to the Company:         Cybershop.Com, Inc.\n                                    116 Newark Avenue,\n                                    Jersey City, New Jersey 07302\n                                    Facsimile No.: (201) 234-5052\n                                    Attn:  Chief Financial Officer\n\n         With copies to:            Davis &amp; Gilbert LLP\n                                    1740 Broadway\n                                    New York, NY 10019\n                                    Facsimile No.: (212) 468-4888\n                                    Attn: Walter M. Epstein, Esq.\n\n\n         If to a Purchaser:         To the address\n                                    set forth under such\n                                    Purchaser's name on the\n                                    signature pages hereto.\n\nor such other address as may be designated in writing hereafter, in the same\nmanner, by such Person.\n\n                  4.4 Amendments; Waivers. No provision of this Agreement may be\nwaived or amended except in a written instrument signed, in the case of an\namendment, by both the Company and the Purchasers or, in the case of a waiver,\nby the party against whom enforcement of any such waiver is sought. No waiver of\nany default with respect to any provision, condition or requirement of this\nAgreement shall be deemed to be a continuing waiver in the future or a waiver of\nany other provision, condition or requirement hereof, nor shall any delay or\nomission of either party to exercise any right hereunder in any manner impair\nthe exercise of any such right accruing to it thereafter.\n\n\n\n\n\n\n                  4.5 Headings. The headings herein are for convenience only, do\nnot constitute a part of this Agreement and shall not be deemed to limit or\naffect any of the provisions hereof.\n\n                  4.6 Successors and Assigns. This Agreement shall be binding\nupon and inure to the benefit of the parties and their successors and permitted\nassigns. The Company may not assign this Agreement or any rights or obligations\nhereunder without the prior written consent of the Purchasers. Except as set\nforth in Section 3.1(a), the Purchasers may not assign this Agreement or any of\nthe rights or obligations hereunder without the consent of the Company.\n\n                  4.7 No Third-Party Beneficiaries. This Agreement is intended\nfor the benefit of the parties hereto and their respective successors and\npermitted assigns and is not for the benefit of, nor may any provision hereof be\nenforced by, any other Person.\n\n                  4.8 Governing Law. The corporate laws of the State of Delaware\nshall govern all issues concerning the relative rights of the Company and its\nstockholders. All other questions concerning the construction, validity,\nenforcement and interpretation of the Transaction Documents shall be governed by\nand construed and enforced in accordance with the internal laws of the State of\nNew York, without regard to the principles of conflicts of law thereof. Each\nparty hereby irrevocably submits to the exclusive jurisdiction of the state and\nfederal courts sitting in the City of New York, borough of Manhattan, for the\nadjudication of any dispute hereunder or in connection herewith or with any\ntransaction contemplated hereby or discussed herein (including with respect to\nthe enforcement of the any of the Transaction Documents), and hereby irrevocably\nwaives, and agrees not to assert in any suit, action or proceeding, any claim\nthat it is not personally subject to the jurisdiction of any such court, that\nsuch suit, action or proceeding is improper. Each party hereby irrevocably\nwaives personal service of process and consents to process being served in any\nsuch suit, action or proceeding by mailing a copy thereof to such party at the\naddress in effect for notices to it under this Agreement and agrees that such\nservice shall constitute good and sufficient service of process and notice\nthereof. Nothing contained herein shall be deemed to limit in any way any right\nto serve process in any manner permitted by law.\n\n                  4.9 Survival. The representations, warranties, agreements and\ncovenants contained herein shall survive the Closing and the delivery and\nexercise of the Warrants.\n\n                  4.10 Execution. This Agreement may be executed in two or more\ncounterparts, all of which when taken together shall be considered one and the\nsame agreement and shall become effective when counterparts have been signed by\neach party and delivered to the other party, it being understood that both\nparties need not sign the same counterpart. In the event that any signature is\ndelivered by facsimile transmission, such signature shall create a valid and\nbinding obligation of the party executing (or on whose behalf such signature is\nexecuted) the same with the same force and effect as if such facsimile signature\npage were an original thereof.\n\n                  4.11 Severability. In case any one or more of the provisions\nof this Agreement shall be invalid or unenforceable in any respect, the validity\nand enforceability of the remaining terms and provisions of this Agreement shall\nnot in any way be affected or impaired thereby and\n\n\n\n\n\n\nthe parties will attempt to agree upon a valid and enforceable provision which\nshall be a reasonable substitute therefor, and upon so agreeing, shall\nincorporate such substitute provision in this Agreement.\n\n                  4.12 Remedies. In addition to being entitled to exercise all\nrights provided herein or granted by law, including recovery of damages, the\nPurchasers will be entitled to specific performance of the obligations of the\nCompany under the Transaction Documents. Each of the Company and the Purchasers\nagree that monetary damages may not be adequate compensation for any loss\nincurred by reason of any breach of its obligations described in the foregoing\nsentence and hereby agrees to waive in any action for specific performance of\nany such obligation the defense that a remedy at law would be adequate.\n\n                  4.13 Independent Nature of Purchasers' Obligations and Rights.\nThe obligations of each Purchaser under any Transaction Document is several and\nnot joint with the obligations of any other Purchaser, and no Purchaser shall be\nresponsible in any way for the performance of the obligations of any other\nPurchaser under any Transaction Document. Nothing contained herein or in any\nTransaction Document, and no action taken by any Purchaser pursuant thereto,\nshall be deemed to constitute the Purchasers as a partnership, an association, a\njoint venture or any other kind of entity, or create a presumption that the\nPurchasers are in any way acting in concert with respect to such obligations or\nthe transactions contemplated by the Transaction Document. Each Purchaser shall\nbe entitled to independently protect and enforce its rights, including without\nlimitation the rights arising out of this Agreement or out of the Transaction\nDocuments, and it shall not be necessary for any other Purchaser to be joined as\nan additional party in any proceeding for such purpose.\n\n\n\n                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK\n                             SIGNATURE PAGE FOLLOWS]\n\n\n\n\n\n                  IN WITNESS WHEREOF, the parties hereto have caused this\nSecurities Purchase Agreement to be duly executed by their respective authorized\nsignatories as of the date first indicated above.\n\n                           .                CYBERSHOP.COM, INC..\n\n\n\n                                            By:_________________________________\n                                               Name:\n                                               Title:\n\n\n\n\n\n\n\n\n\n\n                               STRONG RIVER INVESTMENTS, INC.\n\n\n\n\n                               By:_________________________________\n                                  Kenneth L. Henderson\n                                  Attorney-in-Fact\n\n                               Purchase Price for Common Stock\n                               to be acquired at Closing:             $3,000,000\n\n                               Number of Shares to be acquired at\n                               Closing:                                  264,317\n\n                               Warrant Shares subject to Closing\n                               Warrant;                                  118,943\n\n                               Address for Notice:\n\n                               Strong River Investments, Inc.\n                               c\/o Gonzalez-Ruiz &amp; Aleman (BVI) Limited\n                               Wickhams Cay I, Vanterpool Plaza\n                               P.O. Box 873\n                               Road Town, Tortolla. BVI\n\n                               With copies to:\n                               Robinson Silverman Pearce Aronsohn &amp; Berman LLP\n                               1290 Avenue of the Americas\n                               New York, NY  10104\n                               Facsimile No.:  (212) 541-4630 and (212) 541-1432\n                               Attn:  Kenneth L. Henderson, Esq.\n                                      Eric L. Cohen, Esq.\n\n\n\n\n\n\n\n                               MONTROSE INVESTMENTS LTD.\n\n\n\n\n\n\n                               By:_________________________________\n                                  Name:\n                                  Title:\n\n                               Purchase Price for Common Stock\n                               to be acquired at Closing:             $3,000,000\n\n                               Number of Shares to be acquired at\n                               Closing:                                  264,317\n\n                               Warrant Shares subject to Closing\n                               Warrant;                                  118,942\n\n\n                               Address for Notice:\n\n                               Montrose Investments, Ltd.\n                               300 Crescent Court, Suite 700\n                               Dallas, TX 75201\n                               Facsimile: (214) 758-1221\n                               Attn: Will Rose\n                               Kim Rozman\n\n\n                               With copies to:\n                               Robinson Silverman Pearce Aronsohn &amp; Berman LLP\n                               1290 Avenue of the Americas\n                               New York, NY  10104\n                               Facsimile No.:  (212) 541-4630 and (212) 541-1432\n                               Attn:  Kenneth L. Henderson, Esq.\n                                      Eric L. Cohen, Esq.\n\n\n\n\n\n\n\n<type>EX-10.14\n<sequence>4\n<description>REGISTRATION RIGHTS AGREEMENT\n\n\n\n\n\n                          REGISTRATION RIGHTS AGREEMENT\n\n                  This Registration Rights Agreement (this \"Agreement\") is made\nand entered into as of December 8, 1999,among Cybershop.com, Inc., a Delaware\ncorporation (the \"Company\"), and the investors signatory hereto (each such\ninvestor is a \"Purchaser\" and all such investors are, collectively, the\n\"Purchasers\").\n\n                  This Agreement is made pursuant to the Securities Purchase\nAgreement, dated as of the date hereof, among the Company and the Purchasers\n(the \"Purchase Agreement\").\n\nIn consideration of the mutual covenants contained in the Purchase Agreement and\nin this Agreement, the Company and the Purchasers hereby agree as follows:\n\n1.                Definitions\n\n                  Capitalized terms used and not otherwise defined herein that\nare defined in the Purchase Agreement shall have the meanings given such terms\nin the Purchase Agreement. As used in this Agreement, the following terms shall\nhave the following meanings:\n\n                  \"Adjustable Warrants\" shall have the meaning set forth in the\nPurchase Agreement.\n\n                  \"Advice\" shall have meaning set forth in Section 6(e).\n\n                  \"Affiliate\" means, with respect to any Person, any other\nPerson that directly or indirectly controls or is controlled by or under common\ncontrol with such Person. For the purposes of this definition, \"control,\" when\nused with respect to any Person, means the possession, direct or indirect, of\nthe power to direct or cause the direction of the management and policies of\nsuch Person, whether through the ownership of voting securities, by contract or\notherwise; and the terms of \"affiliated,\" \"controlling\" and \"controlled\" have\nmeanings correlative to the foregoing.\n\n                  \"Business Day\" means any day except Saturday, Sunday and any\nday which shall be a federal legal holiday or a day on which banking\ninstitutions in the state of New York generally are authorized or required by\nlaw or other governmental action to close.\n\n                  \"Closing Date\" shall have the meaning set forth in the\nPurchase Agreement.\n\n                  \"Closing Warrants\" shall have the meaning set forth in the\nPurchase Agreement.\n\n                  \"Commission\" means the Securities and Exchange Commission.\n\n\n\n\n\n\n                  \"Common Stock\" means the Company's common stock, $.001 par\nvalue per share and any other securities into which such stock shall hereafter\nbe redistributed or recapitalized.\n\n                  \"Effectiveness Date\" means the 60th day following the Closing\nDate.\n\n                  \"Effectiveness Period\" shall have the meaning set forth in\nSection 2(a).\n\n                  \"Exchange Act\" means the Securities Exchange Act of 1934, as\namended.\n\n                  \"Filing Date\" means the 10th Business Day following the\nClosing Date.\n\n                  \"Holder\" or \"Holders\" means the holder or holders, as the case\nmay be, from time to time of Registrable Securities.\n\n                  \"Indemnified Party\" shall have the meaning set forth in\nSection 5(c).\n\n                  \"Indemnifying Party\" shall have the meaning set forth in\nSection 5(c).\n\n                  \"Losses\" shall have the meaning set forth in Section 5(a).\n\n                  \"Person\" means an individual or a corporation, partnership,\ntrust, incorporated or unincorporated association, joint venture, limited\nliability company, joint stock company, government (or an agency or political\nsubdivision thereof) or other entity of any kind.\n\n                  \"Proceeding\" means an action, claim, suit, investigation or\nproceeding (including, without limitation, an investigation or partial\nproceeding, such as a deposition), whether commenced or threatened.\n\n                  \"Prospectus\" means the prospectus included a Registration\nStatement (including, without limitation, a prospectus that includes any\ninformation previously omitted from a prospectus filed as part of an effective\nregistration statement in reliance upon Rule 430A promulgated under the\nSecurities Act), as amended or supplemented by any prospectus supplement, with\nrespect to the terms of the offering of any portion of the Registrable\nSecurities covered by such Registration Statement, and all other amendments and\nsupplements to the Prospectus, including post-effective amendments, and all\nmaterial incorporated by reference or deemed to be incorporated by reference in\nsuch Prospectus.\n\n                  \"Registration Delay Payments\" shall have the meaning set forth\nin Section 2(e).\n\n                  \"Registrable Securities\" means (i) the Shares and (ii) the\nshares of Common Stock issuable upon exercise of the Warrants.\n\n                  \"Registration Statement\" means the registration statement and\nany additional registration statement contemplated by Section 2(a), including\n(in each case) the Prospectus, amendments and supplements to such registration\nstatement or Prospectus, including pre- and post-effective amendments, all\nexhibits thereto, and all material incorporated by reference or deemed to be\nincorporated by reference in such registration statement.\n\n\n\n\n\n\n                  \"Rule 144\" means Rule 144 promulgated by the Commission\npursuant to the Securities Act, as such Rule may be amended from time to time,\nor any rule or regulation hereafter adopted by the Commission to replace such\nRule.\n\n                  \"Rule 415\" means Rule 415 promulgated by the Commission\npursuant to the Securities Act, as such Rule may be amended from time to time,\nor any rule or regulation hereafter adopted by the Commission to replace such\nRule.\n\n                  \"Rule 424\" means Rule 424 promulgated by the Commission\npursuant to the Securities Act, as such Rule may be amended from time to time,\nor any rule or regulation hereafter adopted by the Commission to replace such\nRule.\n\n                  \"Securities Act\" means the Securities Act of 1933, as amended,\nand the rules and regulations promulgated thereunder.\n\n                  \"Shares\" means the shares of Common Stock issued to the\nPurchasers on the Closing Date pursuant to the Purchase Agreement.\n\n                  \"Special Counsel\" means one special counsel to the Holders for\nwhich the Holders will be reimbursed by the Company pursuant to Section 4.\n\n                  \"Transaction Documents\" shall have the meaning set forth in\nthe Purchase Agreement.\n\n                  \"Underwritten Registration or Underwritten Offering\" means a\nregistration in connection with which securities of the Company are sold to an\nunderwriter for reoffering to the public pursuant to an effective registration\nstatement.\n\n                  \"Vesting Period\" shall have the meaning set forth in the\nAdjustable Warrants.\n\n                  \"Warrants\" means the Closing Warrants and the Adjustable\nWarrants.\n\n\n2.                Shelf Registration\n\n                  (a) On or prior to the Filing Date, the Company shall prepare\nand file with the Commission a \"Shelf\" Registration Statement covering the\nresale of all Registrable Securities for an offering to be made on a continuous\nbasis pursuant to Rule 415. The Registration Statement shall be on Form S-3\n(except if the Company is not then eligible to register for resale the\nRegistrable Securities on Form S-3, in which case such registration shall be on\nanother appropriate form in accordance herewith as the Holders may consent). The\nCompany shall use its best efforts to cause the Registration Statement to be\ndeclared effective under the Securities Act as promptly as possible after the\nfiling thereof, but in any event prior to the Effectiveness Date, and shall use\nits best efforts to keep such Registration Statement continuously effective\nunder the Securities Act until the date which is two (2) years after the date\nthat such Registration Statement is declared effective by the Commission or such\nearlier date when all Registrable Securities covered by such Registration\nStatement have been sold or may be sold without volume restrictions pursuant to\nRule 144(k) as determined by the counsel to the Company pursuant to a written\nopinion letter to such effect, addressed and acceptable to the Company's\ntransfer agent\n\n\n\n\n\n\n(the \"Effectiveness Period\"), provided, that the Company shall not be deemed to\nhave used its best efforts to keep the Registration Statement effective during\nthe Effectiveness Period if it voluntarily takes any action that would result in\nthe Holders not being able to sell the Registrable Securities covered by such\nRegistration Statement during the Effectiveness Period, unless such action is\nrequired under applicable law or the Company has filed a post-effective\namendment to the Registration Statement and the Commission has not declared it\neffective.\n\n                  (b) In order to account for the fact that the number of shares\nof Common Stock that are issuable upon exercise of the Adjustable Warrants is\ndetermined in part upon the Per Share Market Value (as defined in the Adjustable\nWarrants) on the Vesting Period, the initial Registration Statement to be filed\nhereunder shall include (but not be limited to) a number of shares of Common\nStock equal to no less than the sum of (i) the number of shares issuable upon\nexercise of the Adjustable Warrants, assuming, for the purposes of this\nsubsection (i), that the Adjustment Period Price (as defined in the Adjustable\nWarrants) on the Vesting Period is 50% of the Per Share Market Value for the\nTrading Day (as defined in the Adjustable Warrants) immediately preceding the\nClosing Date, (ii) the number of shares issuable upon exercise in full of the\nClosing Warrant and (iii) the number of Shares (the sum of (i), (ii) and (iii),\nthe \"Initial Minimum\").\n\n                  (c) If the Holders of a majority of the Registrable Securities\nthen outstanding so elect, an offering of Registrable Securities pursuant to a\nRegistration Statement may be effected in the form of an Underwritten Offering.\nIn such event, and, if the managing underwriters advise the Company and such\nHolders in writing that in their opinion the amount of Registrable Securities\nproposed to be sold in such Underwritten Offering exceeds the amount of\nRegistrable Securities which can be sold in such Underwritten Offering, there\nshall be included in such Underwritten Offering the amount of such Registrable\nSecurities which in the opinion of such managing underwriters can be sold, and\nsuch amount shall be allocated pro rata among the Holders proposing to sell\nRegistrable Securities in such Underwritten Offering.\n\n                  (d) If any of the Registrable Securities are to be sold in an\nUnderwritten Offering, the investment banker that will administer the offering\nwill be selected by the Holders of a majority of the Registrable Securities\nincluded in such offering upon consultation with the Company. No Holder may\nparticipate in any Underwritten Offering hereunder unless such Holder (i) agrees\nto sell its Registrable Securities on the basis provided in any underwriting\nagreements approved by the Persons entitled hereunder to approve such\narrangements and (ii) completes and executes all questionnaires, powers of\nattorney, indemnities, underwriting agreements and other documents required\nunder the terms of such arrangements.\n\n                  (e) If (i) the initial Registration Statement is not filed on\nor before the Filing Date (if the Company files such Registration Statement\nwithout affording the Holder the opportunity to review and comment on the same\nas required by Section 3(a) hereof, the Company shall not be deemed to have\nsatisfied this clause (i)), or (ii) the Company fails to file with the\nCommission a request to accelerate in accordance with Rule 12d1-2 promulgated\nunder the Exchange Act within five (5) days of the date that the Company is\nnotified (orally or in writing, whichever is earlier) by the Commission that a\nRegistration Statement will not be \"reviewed\" or is not subject to further\nreview, or (iii) the initial Registration Statement filed hereunder is not\ndeclared effective by the Commission on or before the Effectiveness Date, or\n(iv) after a Registration Statement has been declared effective by the\nCommission, such\n\n\n\n\n\n\nRegistration Statement is either not effective as to all Registrable Securities\nrequired to be covered thereby throughout the Effectiveness Period or the\nHolders are not permitted for any reason to make sales thereunder during such\nperiod, (v) an amendment to the Registration Statement is not filed by the\nCompany with the Commission within ten (10) days of the Commission's notifying\nthe Company that such amendment is required in order for a Registration\nStatement to be declared effective, or (vi) trading in the Common Stock shall be\nsuspended from the NASDAQ (as defined herein) or a Subsequent Market (as defined\nherein) for more than three (3) Business Days (which need not be consecutive\ndays) (any such failure or breach being referred to as an \"Event,\" and for\npurposes of clauses (i), (iii) and (iv) the date on which such Event occurs, or\nfor purposes of clause (ii) the date on which such five (5) day period is\nexceeded, or for purposes of clause (v) the date on which such ten (10) day\nperiod is exceeded, or for purposes of clause (vi) the date on which such three\n(3) Business Day period is exceeded being referred to as \"Event Date\"), then, in\nany such case, as partial relief for the damages suffered therefrom by the\nHolder (which remedy shall not be exclusive of any other remedies available at\nlaw or in equity), the Company, other than with respect to an Event caused by a\nfailure under clause (ii) above, shall on the Event Date and on each monthly\nanniversary thereof until the triggering Event is cured, pay to the Holder an\namount in cash, as liquidated damages for the estimated cost to the Holders of\nnot having liquid securities in the time contemplated by the Transaction\nDocuments and not as a penalty, equal to 2% of the purchase price paid by such\nHolder for its Shares pursuant to the Purchase Agreement. In the event that the\nCompany fails to request that a Registration Statement be declared effective not\nlater than the 5th day after it is notified by the Commission that the\nRegistration Statement is not subject to \"a review\" or no further \"review\", then\nfor each day after such 5th day that the Registration Statement has not been\ndeclared effective by the Commission, the Company shall pay to the Holders as\nliquidated damages, not as a penalty, the sum of $50,000. The payments to which\nthe Holders shall be entitled pursuant to this Section are referred to herein as\n\"Registration Delay Payments.\" Registration Delay Payments shall be calculated\non a cumulative basis and paid within five (5) Business Days of the Event Date\nand each monthly anniversary thereof. If the Company fails to make Registration\nDelay Payments in a timely manner, such Registration Delay Payments shall bear\ninterest at the rate of 2.0% per month (or the maximum rate permitted by law),\npro-rated for partial months, until paid in full.\n\n3.                Registration Procedures\n\n                  In connection with the Company's registration obligations\nhereunder, the Company shall:\n\n                  (a) Prepare and file with the Commission on or prior to the\nFiling Date, a Registration Statement on Form S-3 (or if the Company is not then\neligible to register for resale the Registrable Securities on Form S-3 such\nregistration shall be on another appropriate form in accordance herewith, or, in\nconnection with an Underwritten Offering hereunder, such other form agreed to by\nthe Company and the Holders) which shall contain the \"Plan of Distribution\"\nattached hereto as Annex A (except if otherwise directed by the Holders), and\ncause the Registration Statement to become effective and remain effective as\nprovided herein; provided, however, that not less than five (5) Business Days\nprior to the filing of a Registration Statement or any related Prospectus or any\namendment or supplement thereto (including any document that would be\nincorporated or deemed to be incorporated therein by reference), the Company\nshall, (i) furnish to the Holders, their Special Counsel and any managing\nunderwriters, copies of all such\n\n\n\n\n\n\ndocuments proposed to be filed, which documents (other than those incorporated\nor deemed to be incorporated by reference) will be subject to the review of such\nHolders, their Special Counsel and such managing underwriters, and (ii) cause\nits officers and directors, counsel and independent certified public accountants\nto respond to such inquiries as shall be necessary, in the reasonable opinion of\nrespective counsel to such Holders and such underwriters, to conduct a\nreasonable investigation within the meaning of the Securities Act. The Company\nshall not file the Registration Statement or any such Prospectus or any\namendments or supplements thereto to which the Holders of a majority of the\nRegistrable Securities, their Special Counsel, or any managing underwriters,\nshall reasonably object on a timely basis.\n\n                  (b) (i) Prepare and file with the Commission such amendments,\nincluding post-effective amendments, to the Registration Statement and the\nProspectus used in connection therewith as may be necessary to keep the\nRegistration Statement continuously effective as to the applicable Registrable\nSecurities for the Effectiveness Period and prepare and file with the Commission\nsuch additional Registration Statements in order to register for resale under\nthe Securities Act all of the Registrable Securities; (ii) cause the related\nProspectus to be amended or supplemented by any required Prospectus supplement,\nand as so supplemented or amended to be filed pursuant to Rule 424; (iii)\nrespond as promptly as reasonably possible, and in any event within ten (10)\ndays, to any comments received from the Commission with respect to the\nRegistration Statement or any amendment thereto and as promptly as reasonably\npossible provide the Holders true and complete copies of all correspondence from\nand to the Commission relating to the Registration Statement; and (iv) comply in\nall material respects with the provisions of the Securities Act and the Exchange\nAct with respect to the disposition of all Registrable Securities covered by the\nRegistration Statement during the applicable period in accordance with the\nintended methods of disposition by the Holders thereof set forth in the\nRegistration Statement as so amended or in such Prospectus as so supplemented.\n\n                  (c) (i) File additional Registration Statements if the number\nof Registrable Securities at any time exceeds 85% of the number of shares of\nCommon Stock then registered in a Registration Statement. The Company shall have\ntwenty (20) days to file such additional Registration Statements after its\nreceipt of notice of the requirement thereof which the Holders may give at any\ntime when the number of Registrable Securities exceeds 85% of the number of\nshares of Common Stock then registered in a Registration Statement hereunder. In\nsuch event, the Registration Statement required to be filed by the Company shall\ninclude a number of shares of Common Stock equal to no less than the Initial\nMinimum and any other Registrable Securities not then registered in a\nRegistration Statement.\n\n                           (ii) File such supplements or attach \"stickers\" to\nthe Registration Statement or Prospectus as and when required by the Commission\nto evidence a material amount of resales by a Holder pursuant to a Prospectus.\nIn connection therewith, if such supplements or \"stickers\" are periodically\nrequired by the Commission, the Company shall, within four (4) Business Days,\nfile such supplements or attach such \"stickers\" whenever a Holder has sold 50%\nof the Registrable Securities covered by the then outstanding Prospectus (as\nlast supplemented or \"stickered\") in order to cover 100% of the number of the\noutstanding Registrable Securities.\n\n                  (d) Notify the Holders of Registrable Securities to be sold,\ntheir Special Counsel and any managing underwriters as promptly as reasonably\npossible (and, in the case of (i)(A) below, not less than five (5) Business Days\n(or, in the case of a supplement or \"sticker\"\n\n\n\n\n\n\nrequired to be filed or attached pursuant to Section 3(c)(ii), within one (1)\nBusiness Day) prior to such filing) and (if requested by any such Person)\nconfirm such notice in writing no later than one (1) Business Day following the\nday (i)(A) when a Prospectus or any Prospectus supplement or post-effective\namendment to the Registration Statement is proposed to be filed; (B) when the\nCommission notifies the Company whether there will be a \"review\" of such\nRegistration Statement and whenever the Commission comments in writing on such\nRegistration Statement (the Company shall provide true and complete copies\nthereof and all written responses thereto to each of the Holders); and (C) with\nrespect to the Registration Statement or any post-effective amendment, when the\nsame has become effective; (ii) of any request by the Commission or any other\nFederal or state governmental authority for amendments or supplements to the\nRegistration Statement or Prospectus or for additional information; (iii) of the\nissuance by the Commission of any stop order suspending the effectiveness of the\nRegistration Statement covering any or all of the Registrable Securities or the\ninitiation of any Proceedings for that purpose; (iv) if at any time any of the\nrepresentations and warranties of the Company contained in any agreement\n(including any underwriting agreement) contemplated hereby ceases to be true and\ncorrect in all material respects; (v) of the receipt by the Company of any\nnotification with respect to the suspension of the qualification or exemption\nfrom qualification of any of the Registrable Securities for sale in any\njurisdiction, or the initiation or threatening of any Proceeding for such\npurpose; and (vi) of the occurrence of any event or passage of time that makes\nthe financial statements included in the Registration Statement ineligible for\ninclusion therein or any statement made in the Registration Statement or\nProspectus or any document incorporated or deemed to be incorporated therein by\nreference untrue in any material respect or that requires any revisions to the\nRegistration Statement, Prospectus or other documents so that, in the case of\nthe Registration Statement or the Prospectus, as the case may be, it will not\ncontain any untrue statement of a material fact or omit to state any material\nfact required to be stated therein or necessary to make the statements therein,\nin light of the circumstances under which they were made, not misleading.\n\n                  (e) Use its best efforts to avoid the issuance of, or, if\nissued, obtain the withdrawal of (i) any order suspending the effectiveness of\nthe Registration Statement, or (ii) any suspension of the qualification (or\nexemption from qualification) of any of the Registrable Securities for sale in\nany jurisdiction, at the earliest practicable moment.\n\n                  (f) If requested by any managing underwriter or the Holders of\na majority in interest of the Registrable Securities to be sold in connection\nwith an Underwritten Offering, (i) promptly incorporate in a Prospectus\nsupplement or post-effective amendment to the Registration Statement such\nreasonable information as such managing underwriters and such Holders agree\nshould be included therein, and (ii) make all required filings of such\nProspectus supplement or such post-effective amendment as soon as practicable\nafter the Company has received notification of the matters to be incorporated in\nsuch Prospectus supplement or post-effective amendment; provided, however, that\nthe Company shall not be required to take any action pursuant to this Section\n3(f) that would, in the opinion of counsel for the Company, violate applicable\nlaw or be materially detrimental to the business prospects of the Company.\n\n                  (g) Furnish to each Holder, their Special Counsel and any\nmanaging underwriters, without charge, at least one conformed copy of each\nRegistration Statement and each amendment thereto, including financial\nstatements and schedules, all documents incorporated or deemed to be\nincorporated therein by reference, and all exhibits to the extent\n\n\n\n\n\n\nrequested by such Person (including those previously furnished or incorporated\nby reference) promptly after the filing of such documents with the Commission.\n\n                  (h) Promptly deliver to each Holder, their Special Counsel,\nand any underwriters, without charge, as many copies of the Prospectus or\nProspectuses (including each form of prospectus) and each amendment or\nsupplement thereto as such Persons may reasonably request; and the Company\nhereby consents to the use of such Prospectus and each amendment or supplement\nthereto by each of the selling Holders and any underwriters in connection with\nthe offering and sale of the Registrable Securities covered by such Prospectus\nand any amendment or supplement thereto.\n\n                  (i) Prior to any public offering of Registrable Securities,\nuse its best efforts to register or qualify or cooperate with the selling\nHolders, any underwriters and their Special Counsel in connection with the\nregistration or qualification (or exemption from such registration or\nqualification) of such Registrable Securities for offer and sale under the\nsecurities or Blue Sky laws of such jurisdictions within the United States as\nany Holder or underwriter requests in writing, to keep each such registration or\nqualification (or exemption therefrom) effective during the Effectiveness Period\nand to do any and all other acts or things necessary or advisable to enable the\ndisposition in such jurisdictions of the Registrable Securities covered by a\nRegistration Statement; provided, however, that the Company shall not be\nrequired to qualify generally to do business in any jurisdiction where it is not\nthen so qualified or to take any action that would subject it to general service\nof process in any such jurisdiction where it is not then so subject or subject\nthe Company to any material tax in any such jurisdiction where it is not then so\nsubject.\n\n                  (j) Cooperate with the Holders and any managing underwriters\nto facilitate the timely preparation and delivery of certificates representing\nRegistrable Securities to be delivered to a transferee pursuant to a\nRegistration Statement, which certificates shall be free, to the extent\npermitted by the Purchase Agreement, of all restrictive legends, and to enable\nsuch Registrable Securities to be in such denominations and registered in such\nnames as any such managing underwriters or Holders may request.\n\n                  (k) Upon the occurrence of any event contemplated by Section\n3(d)(vi), as promptly as reasonably possible, prepare a supplement or amendment,\nincluding a post-effective amendment, to the Registration Statement or a\nsupplement to the related Prospectus or any document incorporated or deemed to\nbe incorporated therein by reference, and file any other required document so\nthat, as thereafter delivered, neither the Registration Statement nor such\nProspectus will contain an untrue statement of a material fact or omit to state\na material fact required to be stated therein or necessary to make the\nstatements therein, in light of the circumstances under which they were made,\nnot misleading.\n\n                  (l) Use its best efforts to cause all Registrable Securities\nrelating to such Registration Statement to be listed on the Nasdaq National\nMarket (\"NASDAQ\") or on any other stock market or trading facility on which the\nshares of Common Stock are traded, listed or quoted (each a \"Subsequent Market\")\nas and when required pursuant to the Purchase Agreement.\n\n\n\n\n\n\n                  (m) Enter into such agreements (including an underwriting\nagreement in form, scope and substance as is customary in Underwritten\nOfferings) and take all such other actions in connection therewith (including\nthose reasonably requested by any managing underwriters and the Holders of a\nmajority of the Registrable Securities being sold) in order to expedite or\nfacilitate the disposition of such Registrable Securities, and whether or not an\nunderwriting agreement is entered into, (i) make such representations and\nwarranties to such Holders and such underwriters as are customarily made by\nissuers to underwriters in underwritten public offerings (subject to the\nscheduling of appropriate exceptions to insure such representations and\nwarranties are accurate), and confirm the same if and when requested; (ii) in\nthe case of an Underwritten Offering obtain and deliver copies thereof to each\nHolder and the managing underwriters, if any, of opinions of counsel to the\nCompany and updates thereof addressed to each Holder and each such underwriter,\nin form, scope and substance reasonably satisfactory to any such managing\nunderwriters and Special Counsel to the selling Holders covering the matters\ncustomarily covered in opinions requested in Underwritten Offerings and such\nother matters as may be reasonably requested by such Special Counsel and\nunderwriters; (iii) immediately prior to the effectiveness of the Registration\nStatement, and, in the case of an Underwritten Offering, at the time of delivery\nof any Registrable Securities sold pursuant thereto, use its best reasonable\nefforts to obtain and deliver copies to the Holders and the managing\nunderwriters, if any, of \"cold comfort\" letters and updates thereof from the\nindependent certified public accountants of the Company (and, if necessary, any\nother independent certified public accountants of any subsidiary of the Company\nor of any business acquired by the Company for which financial statements and\nfinancial data is, or is required to be, included in the Registration\nStatement), addressed to the Company in form and substance as are customary in\nconnection with Underwritten Offerings; (iv) if an underwriting agreement is\nentered into, the same shall contain indemnification provisions and procedures\nno less favorable to the selling Holders and the underwriters, if any, than\nthose set forth in Section 5 (or such other provisions and procedures acceptable\nto the managing underwriters, if any, and holders of a majority of Registrable\nSecurities participating in such Underwritten Offering); and (v) deliver such\ndocuments and certificates as may be reasonably requested by the Holders of a\nmajority of the Registrable Securities being sold, their Special Counsel and any\nmanaging underwriters to evidence the continued validity of the representations\nand warranties made pursuant to Section 3(m)(i) above and to evidence compliance\nwith any customary conditions contained in the underwriting agreement or other\nagreement entered into by the Company.\n\n                  (n) Make available for inspection by the selling Holders, any\nrepresentative of such Holders, any underwriter participating in any disposition\nof Registrable Securities, and any attorney or accountant retained by such\nselling Holders or underwriters, at the offices where normally kept, during\nreasonable business hours, all financial and other records, pertinent corporate\ndocuments and properties of the Company and its subsidiaries, and cause the\nofficers, directors, agents and employees of the Company and its subsidiaries to\nsupply all information in each case reasonably requested by any such Holder,\nrepresentative, underwriter, attorney or accountant in connection with the\nRegistration Statement; provided, however, that any information that is\ndetermined in good faith by the Company in writing to be of a confidential\nnature at the time of delivery of such information shall be kept confidential by\nsuch Persons, unless (i) disclosure of such information is required by court or\nadministrative order or is necessary to respond to inquiries of regulatory\nauthorities; (ii) disclosure of such information, in the opinion of counsel to\nsuch Person, is required by law; (iii) such information becomes generally\navailable to the public other than as a result of a disclosure or failure to\nsafeguard by\n\n\n\n\n\n\nsuch Person; or (iv) such information becomes available to such Person from a\nsource other than the Company and such source is not known by such Person to be\nbound by a confidentiality agreement with the Company.\n\n                  (o) Comply in all material issues with all applicable rules\nand regulations of the Commission.\n\n                  (p) The Company may require each selling Holder to furnish to\nthe Company such information regarding the distribution of such Registrable\nSecurities and the beneficial ownership of Common Stock held by such Holder as\nis required by law to be disclosed in the Registration Statement, and the\nCompany may exclude from such registration the Registrable Securities of any\nsuch Holder who unreasonably fails to furnish such information within a\nreasonable time after receiving such request. If the Registration Statement\nrefers to any Holder by name or otherwise as the holder of any securities of the\nCompany, then such Holder shall have the right to require (if such reference to\nsuch Holder by name or otherwise is not required by the Securities Act or any\nsimilar Federal statute then in force) the deletion of the reference to such\nHolder in any amendment or supplement to the Registration Statement filed or\nprepared subsequent to the time that such reference ceases to be required.\n\n5.                Registration Expenses\n\n                  (a) All fees and expenses incident to the performance of or\ncompliance with this Agreement by the Company, except as and to the extent\nspecified in Section 4(b), shall be borne by the Company whether or not pursuant\nto an Underwritten Offering and whether or not the Registration Statement is\nfiled or becomes effective and whether or not any Registrable Securities are\nsold pursuant to the Registration Statement. The fees and expenses referred to\nin the foregoing sentence shall include, without limitation, (i) all\nregistration and filing fees (including, without limitation, fees and expenses\n(A) with respect to filings required to be made with the NASDAQ and any\nSubsequent Market on which the Common Stock is then listed for trading, and (B)\nin compliance with state securities or Blue Sky laws (including, without\nlimitation, fees and disbursements of counsel for the Holders in connection with\nBlue Sky qualifications or exemptions of the Registrable Securities and\ndetermination of the eligibility of the Registrable Securities for investment\nunder the laws of such jurisdictions as the managing underwriters, if any, or\nthe Holders of a majority of Registrable Securities may designate)), (ii)\nprinting expenses (including, without limitation, expenses of printing\ncertificates for Registrable Securities and of printing prospectuses if the\nprinting of prospectuses is requested by the managing underwriters, if any, or\nby the holders of a majority of the Registrable Securities included in the\nRegistration Statement), (iii) messenger, telephone and delivery expenses of the\nCompany, (iv) fees and disbursements of counsel for the Company and Special\nCounsel for the Holders at a sum not higher than $15,000, (v) Securities Act\nliability insurance, if the Company so desires such insurance, and (vi) fees and\nexpenses of all other Persons retained by the Company in connection with the\nconsummation of the transactions contemplated by this Agreement. In addition,\nthe Company shall be responsible for all of its internal expenses incurred in\nconnection with the consummation of the transactions contemplated by this\nAgreement (including, without limitation, all salaries and expenses of its\nofficers and employees performing legal or accounting duties), the expense of\nany annual audit, the fees and expenses incurred in connection with the listing\nof the Registrable Securities on any securities exchange as required hereunder.\n\n\n\n\n\n\n                  (b) If the Holders require an Underwritten Offering pursuant\nto the terms hereof, and there shall be at such time no effective Registration\nStatement meeting the requirements hereof and covering all of the Registrable\nSecurities pursuant to which the Holders are both named Selling Security holders\nthereunder and permitted to utilize the Prospectus thereunder to resell such\nRegistrable Securities held by them, then the Company shall be responsible for\nall costs, fees and expenses in connection therewith, except for the fees and\ndisbursements of the Underwriters (including any underwriting commissions and\ndiscounts) and their legal counsel and accountants. By way of illustration which\nis not intended to diminish from the provisions of Section 4(a), the Holders\nshall not be responsible for, and the Company shall be required to pay the fees\nor disbursements incurred by the Company (including by its legal counsel and\naccountants) in connection with, the preparation and filing of a Registration\nStatement and related Prospectus for such offering, the maintenance of such\nRegistration Statement in accordance with the terms hereof, the listing of the\nRegistrable Securities in accordance with the requirements hereof, and printing\nexpenses incurred to comply with the requirements hereof. However, if the\nHolders require an Underwritten Offering at a time when all of the circumstances\nspecified in the opening clause to the first sentence of this Section 4(b) are\npresent, then such Holders shall bear all costs associated with such\nUnderwritten Offering, including those costs specified in Section 4(a) above.\n\n4.                Indemnification\n\n                  (a) Indemnification by the Company. The Company shall,\nnotwithstanding any termination of this Agreement, indemnify and hold harmless\neach Holder, the officers, directors, agents (including any underwriters\nretained by such Holder in connection with the offer and sale of Registrable\nSecurities), brokers (including brokers who offer and sell Registrable\nSecurities as principal as a result of a pledge or any failure to perform under\na margin call of Common Stock), investment advisors and employees of each of\nthem, each Person who controls any such Holder (within the meaning of Section 15\nof the Securities Act or Section 20 of the Exchange Act) and the officers,\ndirectors, agents and employees of each such controlling Person, to the fullest\nextent permitted by applicable law, from and against any and all losses, claims,\ndamages, liabilities, costs (including, without limitation, costs of preparation\nand attorneys' fees) and expenses (collectively, \"Losses\"), as incurred, arising\nout of or relating to any untrue or alleged untrue statement of a material fact\ncontained in the Registration Statement, any Prospectus or any form of\nprospectus or in any amendment or supplement thereto or in any preliminary\nprospectus, or arising out of or relating to any omission or alleged omission of\na material fact required to be stated therein or necessary to make the\nstatements therein (in the case of any Prospectus or form of prospectus or\nsupplement thereto, in light of the circumstances under which they were made)\nnot misleading, except to the extent, but only to the extent, that (1) such\nuntrue statements or omissions are based solely upon information regarding such\nHolder furnished in writing to the Company by such Holder expressly for use\ntherein, or to the extent that such information relates to such Holder or such\nHolder's proposed method of distribution of Registrable Securities and was\nreviewed and expressly approved in writing by such Holder expressly for use in\nthe Registration Statement or approved by Special Counsel, such Prospectus or\nsuch form of Prospectus or in any amendment or supplement thereto or (2) in the\ncase of an occurrence of an event of the type specified in Section\n3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus\nafter the Company has notified such Holder in writing that the Prospectus is\noutdated or defective and prior to the receipt by such Holder of the Advice\n\n\n\n\n\n\ncontemplated in Section 6(e). The Company shall notify the Holders promptly of\nthe institution, threat or assertion of any Proceeding of which the Company is\naware in connection with the transactions contemplated by this Agreement.\n\n                  (b) Indemnification by Holders. Each Holder shall, severally\nand not jointly, indemnify and hold harmless the Company, its directors,\nofficers, agents and employees, each Person who controls the Company (within the\nmeaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),\nand the directors, officers, agents or employees of such controlling Persons, to\nthe fullest extent permitted by applicable law, from and against all Losses (as\ndetermined by a court of competent jurisdiction in a final judgment not subject\nto appeal or review) arising solely out of or based solely upon any untrue\nstatement of a material fact contained in the Registration Statement, any\nProspectus, or any form of prospectus, or in any amendment or supplement\nthereto, or arising solely out of or based solely upon any omission of a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading to the extent, but only to the extent, that such untrue\nstatement or omission is contained in any information so furnished in writing by\nsuch Holder to the Company specifically for inclusion in the Registration\nStatement or such Prospectus or to the extent that such information relates to\nsuch Holder or such Holder's proposed method of distribution of Registrable\nSecurities and was reviewed and expressly approved in writing by such Holder\nexpressly for use in the Registration Statement, such Prospectus or such form of\nProspectus, or in any amendment or supplement thereto. In no event shall the\nliability of any selling Holder hereunder be greater in amount than the dollar\namount of the net proceeds received by such Holder upon the sale of the\nRegistrable Securities giving rise to such indemnification obligation.\n\n                  (c) Conduct of Indemnification Proceedings. If any Proceeding\nshall be brought or asserted against any Person entitled to indemnity hereunder\n(an \"Indemnified Party\"), such Indemnified Party shall promptly notify the\nPerson from whom indemnity is sought (the \"Indemnifying Party\") in writing, and\nthe Indemnifying Party shall assume the defense thereof, including the\nemployment of counsel reasonably satisfactory to the Indemnified Party and the\npayment of all fees and expenses incurred in connection with defense thereof;\nprovided, that the failure of any Indemnified Party to give such notice shall\nnot relieve the Indemnifying Party of its obligations or liabilities pursuant to\nthis Agreement, except (and only) to the extent that it shall be finally\ndetermined by a court of competent jurisdiction (which determination is not\nsubject to appeal or further review) that such failure shall have proximately\nand materially adversely prejudiced the Indemnifying Party.\n\n                  An Indemnified Party shall have the right to employ separate\ncounsel in any such Proceeding and to participate in the defense thereof, but\nthe fees and expenses of such counsel shall be at the expense of such\nIndemnified Party or Parties unless: (1) the Indemnifying Party has agreed in\nwriting to pay such fees and expenses; or (2) the Indemnifying Party shall have\nfailed promptly to assume the defense of such Proceeding and to employ counsel\nreasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)\nthe named parties to any such Proceeding (including any impleaded parties)\ninclude both such Indemnified Party and the Indemnifying Party, and such\nIndemnified Party shall have been advised by counsel that a conflict of interest\nis likely to exist if the same counsel were to represent such Indemnified Party\nand the Indemnifying Party (in which case, if such Indemnified Party notifies\nthe Indemnifying Party in writing that it elects to employ separate counsel at\nthe expense of the Indemnifying Party, the Indemnifying Party shall not have the\nright to assume the defense thereof and such\n\n\n\n\n\n\ncounsel shall be at the expense of the Indemnifying Party). The Indemnifying\nParty shall not be liable for any settlement of any such Proceeding effected\nwithout its written consent, which consent shall not be unreasonably withheld.\nNo Indemnifying Party shall, without the prior written consent of the\nIndemnified Party, effect any settlement of any pending Proceeding in respect of\nwhich any Indemnified Party is a party, unless such settlement includes an\nunconditional release of such Indemnified Party from all liability on claims\nthat are the subject matter of such Proceeding.\n\n                  All fees and expenses of the Indemnified Party (including\nreasonable fees and expenses to the extent incurred in connection with\ninvestigating or preparing to defend such Proceeding in a manner not\ninconsistent with this Section) shall be paid to the Indemnified Party, as\nincurred, within ten (10) Business Days of written notice thereof to the\nIndemnifying Party (regardless of whether it is ultimately determined that an\nIndemnified Party is not entitled to indemnification hereunder; provided, that\nthe Indemnifying Party may require such Indemnified Party to undertake to\nreimburse all such fees and expenses to the extent it is finally judicially\ndetermined that such Indemnified Party is not entitled to indemnification\nhereunder).\n\n                  (d) Contribution. If a claim for indemnification under Section\n5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy\nor otherwise), then each Indemnifying Party, in lieu of indemnifying such\nIndemnified Party, shall contribute to the amount paid or payable by such\nIndemnified Party as a result of such Losses, in such proportion as is\nappropriate to reflect the relative fault of the Indemnifying Party and\nIndemnified Party in connection with the actions, statements or omissions that\nresulted in such Losses as well as any other relevant equitable considerations.\nThe relative fault of such Indemnifying Party and Indemnified Party shall be\ndetermined by reference to, among other things, whether any action in question,\nincluding any untrue or alleged untrue statement of a material fact or omission\nor alleged omission of a material fact, has been taken or made by, or relates to\ninformation supplied by, such Indemnifying Party or Indemnified Party, and the\nparties' relative intent, knowledge, access to information and opportunity to\ncorrect or prevent such action, statement or omission. The amount paid or\npayable by a party as a result of any Losses shall be deemed to include, subject\nto the limitations set forth in Section 5(c), any reasonable attorneys' or other\nreasonable fees or expenses incurred by such party in connection with any\nProceeding to the extent such party would have been indemnified for such fees or\nexpenses if the indemnification provided for in this Section was available to\nsuch party in accordance with its terms.\n\n                  The parties hereto agree that it would not be just and\nequitable if contribution pursuant to this Section 5(d) were determined by pro\nrata allocation or by any other method of allocation that does not take into\naccount the equitable considerations referred to in the immediately preceding\nparagraph. Notwithstanding the provisions of this Section 5(d), no Holder shall\nbe required to contribute, in the aggregate, any amount in excess of the amount\nby which the proceeds actually received by such Holder from the sale of the\nRegistrable Securities subject to the Proceeding exceeds the amount of any\ndamages that such Holder has otherwise been required to pay by reason of such\nuntrue or alleged untrue statement or omission or alleged omission. No Person\nguilty of fraudulent misrepresentation (within the meaning of Section 11(f) of\nthe Securities Act) shall be entitled to contribution from any Person who was\nnot guilty of such fraudulent misrepresentation.\n\n\n\n\n\n\n                  The indemnity and contribution agreements contained in this\nSection are in addition to any liability that the Indemnifying Parties may have\nto the Indemnified Parties.\n\n5.                Miscellaneous\n\n                  (a) Remedies. In the event of a breach by the Company or by a\nHolder, of any of their obligations under this Agreement, each Holder or the\nCompany, as the case may be, in addition to being entitled to exercise all\nrights granted by law and under this Agreement, including recovery of damages,\nwill be entitled to specific performance of its rights under this Agreement. The\nCompany and each Holder agree that monetary damages would not provide adequate\ncompensation for any losses incurred by reason of a breach by it of any of the\nprovisions of this Agreement and hereby further agrees that, in the event of any\naction for specific performance in respect of such breach, it shall waive the\ndefense that a remedy at law would be adequate.\n\n                  (b) No Inconsistent Agreements. Neither the Company nor any of\nits subsidiaries has entered, as of the date hereof, nor shall the Company or\nany of its subsidiaries, on or after the date of this Agreement, enter into any\nagreement with respect to its securities that is inconsistent with the rights\ngranted to the Holders in this Agreement or otherwise conflicts with the\nprovisions hereof. Except as and to the extent specified in Schedule 6(b)\nhereto, neither the Company nor any of its subsidiaries has previously entered\ninto any agreement granting any registration rights with respect to any of its\nsecurities to any Person that have not been satisfied in full. Without limiting\nthe generality of the foregoing, without the written consent of the Holders of a\nmajority of the then outstanding Registrable Securities, the Company shall not\ngrant to any Person the right to request the Company to register any securities\nof the Company under the Securities Act unless the rights so granted are subject\nin all respects to the prior rights in full of the Holders set forth herein, and\nare not otherwise in conflict or inconsistent with the provisions of this\nAgreement.\n\n                  (c) No Piggyback on Registrations. Except as and to the extent\nspecified in Schedule 6(b) hereto, neither the Company nor any of its security\nholders (other than the Holders in such capacity pursuant hereto) may include\nsecurities of the Company in the Registration Statement other than the\nRegistrable Securities, and the Company shall not after the date hereof enter\ninto any agreement providing any such right to any of its security holders.\n\n                  (d) Compliance. Each Holder covenants and agrees that it will\ncomply with the prospectus delivery requirements of the Securities Act as\napplicable to it in connection with sales of Registrable Securities pursuant to\nthe Registration Statement.\n\n                  (e) Discontinued Disposition. Each Holder agrees by its\nacquisition of such Registrable Securities that, upon receipt of a notice from\nthe Company of the occurrence of any event of the kind described in Sections\n3(d)(ii), 3(d)(iii), 3(d)(iv), 3(d)(v) or 3(d)(vi), such Holder will forthwith\ndiscontinue disposition of such Registrable Securities under the Registration\nStatement until such Holder's receipt of the copies of the supplemented\nProspectus and\/or amended Registration Statement contemplated by Section 3(k),\nor until it is advised in writing (the \"Advice\") by the Company that the use of\nthe applicable Prospectus may be resumed, and, in either case, has received\ncopies of any additional or supplemental filings that\n\n\n\n\n\n\nare incorporated or deemed to be incorporated by reference in such Prospectus or\nRegistration Statement. The Company may provide appropriate stop orders to\nenforce the provisions of this paragraph.\n\n                  (f) Piggy-Back Registrations. If at any time when there is not\nan effective Registration Statement covering all of the Registrable Securities\nthen outstanding and the Company shall determine to prepare and file with the\nCommission a registration statement relating to an offering for its own account\nor the account of others under the Securities Act of any of its equity\nsecurities, other than on Form S-4 or Form S-8 (each as promulgated under the\nSecurities Act) or their then equivalents relating to equity securities to be\nissued solely in connection with any acquisition of any entity or business or\nequity securities issuable in connection with stock option or other employee\nbenefit plans, then the Company shall send to each Holder of Registrable\nSecurities written notice of such determination and, if within fifteen (15) days\nafter receipt of such notice, any such holder shall so request in writing, the\nCompany shall include in such registration statement all or any part of such\nRegistrable Securities such holder requests to be registered, provided such\nRegistrable Securities are not freely tradable without volume restrictions under\nRule 144k.\n\n                  (g) Amendments and Waivers. The provisions of this Agreement,\nincluding the provisions of this sentence, may not be amended, modified or\nsupplemented, and waivers or consents to departures from the provisions hereof\nmay not be given, unless the same shall be in writing and signed by the Company\nand the Holders of at least two-thirds of the then outstanding Registrable\nSecurities. Notwithstanding the foregoing, a waiver or consent to depart from\nthe provisions hereof with respect to a matter that relates exclusively to the\nrights of Holders and that does not directly or indirectly affect the rights of\nother Holders may be given by Holders of at least a majority of the Registrable\nSecurities to which such waiver or consent relates; provided, however, that the\nprovisions of this sentence may not be amended, modified, or supplemented except\nin accordance with the provisions of the immediately preceding sentence.\n\n                  (h) Notices. Any and all notices or other communications or\ndeliveries required or permitted to be provided hereunder shall be in writing\nand shall be deemed given and effective on the earliest of (i) the date of\ntransmission, if such notice or communication is delivered via facsimile at the\nfacsimile telephone number specified in this Section prior to 8:00 p.m. (New\nYork City time) on a Business Day, (ii) the Business Day after the date of\ntransmission, if such notice or communication is delivered via facsimile at the\nfacsimile telephone number specified in the Purchase Agreement later than 8:00\np.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City\ntime) on such date, (iii) the Business Day following the date of mailing, if\nsent by nationally recognized overnight courier service, or (iv) upon actual\nreceipt by the party to whom such notice is required to be given. The address\nfor such notices and communications shall be as follows:\n\n         If to the Company:        Cybershop.Com, Inc.\n                                   116 Newark Avenue,\n                                   Jersey City, New Jersey 07302\n                                   Facsimile No.: (201) 234-5052\n                                   Attn:  Chief Financial Officer\n\n\n\n\n\n\n         With copies to:           Davis &amp; Gilbert LLP\n                                   1740 Broadway\n                                   New York, NY 10019\n                                   Facsimile No.: (212) 468-4888\n                                   Attn: Walter M. Epstein, Esq.\n\n         If to any other Person who is then the registered Holder:\n\n                                                 To the address of such Holder\n                           as it appears in the stock transfer books of the\n                           Company or such other address as may be designated in\n                           writing hereafter, in the same manner, by such\n                           Person.\n\n                  (i) Successors and Assigns. This Agreement shall inure to the\nbenefit of and be binding upon the successors and permitted assigns of each of\nthe parties and shall inure to the benefit of each Holder. The Company may not\nassign its rights or obligations hereunder without the prior written consent of\nHolders of a majority of Registrable Securities then outstanding. Each Holder\nmay assign their respective rights hereunder in the manner and to the Persons as\npermitted under this Agreement and the Purchase Agreement.\n\n                  (j) Counterparts. This Agreement may be executed in any number\nof counterparts, each of which when so executed shall be deemed to be an\noriginal and, all of which taken together shall constitute one and the same\nAgreement. In the event that any signature is delivered by facsimile\ntransmission, such signature shall create a valid binding obligation of the\nparty executing (or on whose behalf such signature is executed) the same with\nthe same force and effect as if such facsimile signature were the original\nthereof.\n\n                  (k) Governing Law. This Agreement shall be governed by and\nconstrued and enforced in accordance with the internal laws of the State of New\nYork without regard to the principles of conflicts of law thereof. Each party\nhereby irrevocably submits to the exclusive jurisdiction of the state and\nfederal courts sitting in the City of New York, borough of Manhattan, for the\nadjudication of any dispute hereunder or in connection herewith or with any\ntransaction contemplated hereby or discussed herein and hereby irrevocably\nwaives, and agrees not to assert in any suit, action or proceeding, any claim\nthat it is not personally subject to the jurisdiction of any such court, that\nsuch suit, action or proceeding is improper. Each party hereby irrevocably\nwaives personal service of process and consents to process being served in any\nsuch suit, action or proceeding by mailing a copy thereof to such party at the\naddress in effect for notices to it under this Agreement and agrees that such\nservice shall constitute good and sufficient service of process and notice\nthereof. Nothing contained herein shall be deemed to limit in any way any right\nto serve process in any manner permitted by law.\n\n                  (l) Cumulative Remedies. The remedies provided herein are\ncumulative and not exclusive of any remedies provided by law.\n\n                  (m) Severability. If any term, provision, covenant or\nrestriction of this Agreement is held by a court of competent jurisdiction to be\ninvalid, illegal, void or unenforceable, the remainder of the terms, provisions,\ncovenants and restrictions set forth herein shall remain in full force and\neffect and shall in no way be affected, impaired or invalidated, and the parties\nhereto shall use their reasonable efforts to find and employ an alternative\nmeans to achieve the same or substantially the same result as that contemplated\nby such term, provision, covenant or restriction.\n\n\n\n\n\n\nIt is hereby stipulated and declared to be the intention of the parties that\nthey would have executed the remaining terms, provisions, covenants and\nrestrictions without including any of such that may be hereafter declared\ninvalid, illegal, void or unenforceable.\n\n                  (n) Headings. The headings in this Agreement are for\nconvenience of reference only and shall not limit or otherwise affect the\nmeaning hereof.\n\n                  (o) Shares Held by the Company and its Affiliates. Whenever\nthe consent or approval of Holders of a specified percentage of Registrable\nSecurities is required hereunder, Registrable Securities held by the Company or\nits Affiliates (other than any Holder or transferees or successors or assigns\nthereof if such Holder is deemed to be an Affiliate solely by reason of its\nholdings of such Registrable Securities) shall not be counted in determining\nwhether such consent or approval was given by the Holders of such required\npercentage.\n\n                  (p) Independent Nature of Purchasers' Obligations and Rights.\nThe obligations of each Purchaser hereunder is several and not joint with the\nobligations of any other Purchaser hereunder, and neither Purchaser shall be\nresponsible in any way for the performance of the obligations of any other\nPurchaser hereunder. Nothing contained herein or in any other agreement or\ndocument delivered at any closing, and no action taken by any Purchaser pursuant\nhereto or thereto, shall be deemed to constitute the Purchasers as a\npartnership, an association, a joint venture or any other kind of entity, or\ncreate a presumption that the Purchasers are in any way acting in concert with\nrespect to such obligations or the transactions contemplated by this Agreement.\nEach Purchaser shall be entitled to protect and enforce its rights, including\nwithout limitation the rights arising out of this Agreement, and it shall not be\nnecessary for any other Purchaser to be joined as an additional party in any\nproceeding for such purpose.\n\n\n\n\n                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK\n                           SIGNATURE PAGES TO FOLLOW]\n\n\n\n\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Registration Rights\nAgreement as of the date first written above.\n\n\n\n\n\n                                    CYBERSHOP.COM, INC.\n\n\n                                    By:_____________________________________\n                                       Name:\n                                       Title:\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                               STRONG RIVER INVESTMENTS, INC.\n\n\n\n                               By:_____________________________________\n                                      Kenneth L. Henderson\n                                      Attorney-in-Fact\n\n                               Address for Notice:\n\n                               Strong River Investments, Inc.\n                               c\/o Gonzalez-Ruiz &amp; Aleman (BVI) Limited\n                               Wickhams Cay I, Vanterpool Plaza\n                               P.O. Box 873\n                               Road Town, Tortolla. BVI\n\n                               With copies to:\n                               Robinson Silverman Pearce Aronsohn &amp; Berman LLP\n                               1290 Avenue of the Americas\n                               New York, NY 10104\n                               Facsimile No.: (212) 541-4630\n                               Attn: Kenneth L. Henderson, Esq. and\n                                     Eric L. Cohen, Esq.\n\n\n\n\n\n\n\n                               MONTROSE INVESTMENTS LTD.\n\n\n\n                               By:_____________________________________\n                                  Name:\n                                  Title:\n\n\n                               Address for Notice:\n\n                               Montrose Investments, Ltd.\n                               300 Crescent Court, Suite 700\n                               Dallas, TX 75201\n                               Facsimile: (214) 758-1221\n                               Attn: Will Rose\n                               Kim Rozman\n\n\n                               With copies to:\n\n                               Robinson Silverman Pearce Aronsohn &amp; Berman LLP\n                               1290 Avenue of the Americas\n                               New York, NY 10104\n                               Facsimile No.: (212) 541-4630 and (212) 541-1432\n                               Attn:  Kenneth L. Henderson, Esq.\n                                      Eric L. Cohen, Esq.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                                                         Annex A\n                              Plan of Distribution\n\n\n         The Selling Stockholders and any of their pledgees, assignees and\nsuccessors-in-interest may, from time to time, sell any or all of their shares\nof Common Stock on any stock exchange, market or trading facility on which the\nshares are traded or in private transactions. These sales may be at fixed or\nnegotiated prices. The Selling Stockholders may use any one or more of the\nfollowing methods when selling shares:\n\no        ordinary brokerage transactions and transactions in which the\n         broker-dealer solicits purchasers;\n\no        block trades in which the broker-dealer will attempt to sell the shares\n         as agent but may position and resell a portion of the block as\n         principal to facilitate the transaction;\n\no        purchases by a broker-dealer as principal and resale by the\n         broker-dealer for its account;\n\no        an exchange distribution in accordance with the rules of the applicable\n         exchange;\n\no        privately negotiated transactions;\n\no        short sales;\n\no        broker-dealers may agree with the Selling Stockholders to sell a\n         specified number of such shares at a stipulated price per share;\n\no        a combination of any such methods of sale; and\n\no        any other method permitted pursuant to applicable law.\n\n         The Selling Stockholders may also sell shares under Rule 144 under the\nSecurities Act, if available, rather than under this prospectus.\n\n         The Selling Stockholders may also engage in short sales against the\nbox, puts and calls and other transactions in securities of the Company or\nderivatives of Company securities and may sell or deliver shares in connection\nwith these trades. The Selling Stockholders may pledge their shares to their\nbrokers under the margin provisions of customer agreements. If a Selling\nStockholder defaults on a margin loan, the broker may, from time to time, offer\nand sell the pledged shares.\n\n         Broker-dealers engaged by the Selling Stockholders may arrange for\nother brokers-dealers to participate in sales. Broker-dealers may receive\ncommissions or discounts from the Selling Stockholders (or, if any broker-dealer\nacts as agent for the purchaser of shares, from the purchaser) in amounts to be\nnegotiated. The Selling Stockholders do not expect these commissions and\ndiscounts to exceed what is customary in the types of transactions involved.\n\n\n\n\n\n\n         The Selling Stockholders and any broker-dealers or agents that are\ninvolved in selling the shares may be deemed to be \"underwriters\" within the\nmeaning of the Securities Act in connection with such sales. In such event, any\ncommissions received by such broker-dealers or agents and any profit on the\nresale of the shares purchased by them may be deemed to be underwriting\ncommissions or discounts under the Securities Act.\n\n         The Company is required to pay all fees and expenses incident to the\nregistration of the shares, including fees and disbursements of counsel to the\nSelling Stockholders. The Company has agreed to indemnify the Selling\nStockholders against certain losses, claims, damages and liabilities, including\nliabilities under the Securities Act.\n\n\n\n<\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7700],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43572","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gsv-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43572","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43572"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43572"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43572"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43572"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}