REGISTRATION RIGHTS AGREEMENT
EXECUTION
VERSION
Registration
Rights Agreement
(this
“Agreement”), dated as of October 31, 2006, by and among Iconix Brand Group,
Inc., a Delaware corporation (the “Company”), Xxxxx Xxxxx and Xxxxxxx Xxxxxxxxx
(each, a “Holder”).
RECITALS
WHEREAS,
the
Company has entered into an Agreement and Plan of Merger (the “Merger
Agreement”), with Xxxx Acquisition Corp., Xxxxxxx Xxxxxxxxx, and Mossimo, Inc.;
WHEREAS,
pursuant
to the Merger Agreement, the Company has prepared and filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-4
in connection with the registration under the Securities Act of 1933, as amended
(the “Securities Act” or “Act”), of shares (the “Shares”) of the Company’s
common stock, par value $.001 per share, to be issued to the stockholders of
Mossimo, Inc., including each Holder (to the extent such Holder at the Effective
Time of the Merger owns shares of Mossimo, Inc. common stock), in connection
with the merger of Mossimo, Inc. with and into Xxxx Acquisition Corp. (the
“Merger Registration Statement”); and
WHEREAS,
pursuant
to the Merger Agreement, the Company has agreed to grant to each Holder the
registration rights set forth herein with respect to the Shares, any securities
issued in exchange for or in replacement of the Shares, and any securities
issued by way of any stock split, reverse stock split, recapitalization, or
other similar transaction affecting the Shares or any such other securities,
and
any shares of the Company’s common stock issued to Holder as “Additional Merger
Consideration” (collectively, the “Registrable Securities”).
NOW,
THEREFORE,
intending to be legally bound, the parties hereto agree as follows. Capitalized
terms used but not defined herein have the meanings given to such terms in
the
Merger Agreement.
1. Merger
Registration Statement.
The
Company acknowledges, and agrees to comply with, its obligations in the Merger
Agreement in respect of the Merger Registration Statement.
2. Piggyback
Registration.
(a) If,
at
any time after the date hereof, the Company proposes to prepare and file with
the Commission a registration statement on Form S-3 (or any successor form
thereto) covering only the resale of equity securities of the Company held
by
its stockholders, the Company will give written notice of its intention to
do so
to the Holders at least ten (10) days prior to the filing of each such
registration statement. Upon the written request of the Holders, made within
five (5) days after receipt of the notice, that the Company include any of
the
Registrable Securities in the proposed registration statement, the Company
shall, as to the Holders, use reasonable best efforts to effect the registration
under the Act of such Registrable Securities which it has been so requested
to
register (the “Piggyback Registration”);
(b) Notwithstanding
the provisions of paragraph (a) above, the right to Piggyback Registration
shall
not apply, unless the Company otherwise agrees in writing, to any registration
statement: (i) relating to an underwritten public offering of securities of
the
Company; (ii) relating solely to securities of the Company to be offered
pursuant to (x) an employee benefit plan, or (y) a dividend or interest
reinvestment plan (including such a plan that has an open enrollment or cash
investment feature); (iii) relating to securities of the Company to be issued
for a consideration other than solely cash; (iv) relating to securities of
the
Company to be offered solely to existing security holders of the Company,
through a “rights offering” or otherwise; (v) relating solely to securities of
the Company to be issued on the exercise of options, warrants and similar
rights, or on the conversion or exchange of other securities, issued by the
Company or any other person; (vi) relating to debt securities of the Company,
including debt securities that are convertible or exchangeable for equity
securities of the Company; or (vii) that may become effective automatically
upon
filing with the Commission pursuant to Rule 462 under the Act or
otherwise.
(c) Notwithstanding
the preceding provisions of this Section, the Company shall have the right
to
elect not to file or to defer the filing of any proposed registration statement
or to withdraw the same after the filing but prior to the effective date
thereof.
3. Demand
Registration.
(a) At
any
time commencing on the first date the prospectus forming a part of the Merger
Registration Statement is no longer current and available for use by a Holder
for resales of Registrable Securities because the financial statements included
in the prospectus forming a part thereof no longer satisfy the requirements
of
Section 10(a)(3) of the Securities Act, the Holders may collectively, on one
occasion only, submit to the Company a joint written notice (the “Demand
Registration Request”), to have the Company use its reasonable best efforts to
prepare and file with the Commission, at the sole expense of the Company (except
as hereinafter provided), in respect of up to the aggregate number of
Registrable Securities not at such time covered in an effective registration
statement filed by the Company pursuant to Section 2, a registration statement
so as to permit a public offering and sale of such Registrable Securities until,
subject to the terms and provisions of this Agreement, the earlier of the date
on which: (i) all Registrable Securities covered by such registration statement,
or other registration statements filed by the Company, have been sold pursuant
thereto or otherwise lawfully sold without registration under the Securities
Act; or (ii) all of the remaining Registrable Securities may be publicly sold
without volume restrictions pursuant to Rule 144(k) under the Securities Act,
as
determined by written opinion of counsel to the Company on which Holders are
expressly entitled to rely (the “Effectiveness Period”).
The
registration statement filed following a Demand Registration Request shall
be on
any form the Company is eligible to use to register for resale the Registrable
Securities. The Company shall, upon receipt of a Demand Registration Request,
use its reasonable best effort to cause to be registered under the Securities
Act as soon as practicable thereafter all of the Registrable Securities that
Holders have so requested to be registered.
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(b) Notwithstanding
any provision in this Agreement to the contrary, if, at the time a Demand
Registration Request is given to the Company under Section 3 hereof (i) the
Company is engaged in negotiations with respect to an acquisition, merger,
financing or other material event which would require the Company to file a
Form
8-K in the event that such acquisition, merger, financing or other material
event is consummated or has otherwise occurred, or (ii) the Company is otherwise
unable to obtain information required to be included in the registration
statement to be filed or (iii) in the event the Company shall furnish to the
Holders a certificate signed by the Chief Executive Officer of the Company
stating that in the good faith judgment of the Company and its investment banker
that it would be detrimental to the Company and its stockholders for the Company
to immediately proceed with a registration statement and it is therefore
essential to defer the filing of such registration statement or any amendment
thereto, then, in each such case, the Company will have the right to defer
such
filing for a period not to exceed one hundred eighty (180) days from the date
of
the Demand Registration Request; provided that the Company shall use its
reasonable best efforts to cause any registration statement filed pursuant
to
this Section 3 to become effective as soon as practicable after such deferral
period, and provided further that the Company may not delay any registration
requested pursuant to this Section 3 more than once during any twelve-month
period. Moreover, if the Company is proceeding with the registration process
but
the registration statement is subject to review by the Commission and/or audited
financial statements for a fiscal year are required to be included but not
yet
available, the Company may elect to defer filing for a period not to exceed
one
hundred eighty (180) days.
(c) Nothing
herein contained shall require the Company to undergo an audit, other than
in
the ordinary course of business.
4. Covenants
of the Company.
The
Company hereby covenants and agrees as follows:
(a) In
accordance with the Securities Act and the rules and regulations promulgated
thereunder, and subject to the terms and provisions of this Agreement, the
Company shall use its reasonable best efforts to prepare and file with the
Commission a registration statement as expeditiously as reasonably
possible.
(b) Not
less
than two business days prior to the filing of a registration statement or any
related prospectus or any amendment or supplement thereto, furnish to the
Holders copies of all such documents proposed to be filed which documents will
be subject to the review of the Holders and the counsel to the
Holders.
(c) Use
its
reasonable best efforts to prepare and file with the Commission such amendments,
including post-effective amendments, to the registration statement and the
prospectus used in connection therewith as may be necessary to keep the
registration statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period in the case of a Demand
Registration.
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(d) Notify
the Holders as promptly as practicable: (A)(1) when a prospectus or any
prospectus supplement or post-effective amendment to a registration statement
is
proposed to be filed hereunder; (2) when the Commission notifies the Company
whether there will be a “review” of such registration statement and whenever the
Commission comments in writing on such registration statement; and (3) with
respect to the registration statement or any post-effective amendment, when
the
same has become effective; (B) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to the
registration statement or prospectus or for additional information; (C) of
the
issuance by the Commission of any stop order suspending the effectiveness of
the
registration statement covering any or all of the Registrable Securities or
the
initiation of any proceedings for that purpose; (D) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale
in
any jurisdiction, or the initiation or threatening of any proceeding for such
purpose; and (E) of the occurrence of any event or passage of time that makes
the financial statements included in the registration statement ineligible
for
inclusion therein or any statement made in the registration statement or
prospectus or any document incorporated or deemed to be incorporated therein
by
reference untrue in any material respect or that requires any revisions to
the
registration statement, prospectus or other documents so that, in the case
of
the registration statement or the prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading.
(e) Prior
to
any public offering of Registrable Securities, use its commercially reasonable
efforts to register or qualify or cooperate with the selling holders in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and
sale
under the securities or Blue Sky laws of all jurisdictions within the United
States reasonably requested by Holders, to keep each such registration or
qualification (or exemption therefrom) under this Agreement hereof effective
during the Effectiveness Period and to do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the registration statement; provided, that
the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file
a
general consent to service of process in any such jurisdiction.
(f) Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the registration statement, and to enable such Registrable
Securities to be in such denominations and registered in such names as any
such
persons may request.
(g) With
a
view to making available to the Holders of Registrable Securities the benefits
of Rule 144 (or its successor rule) under the Securities Act and any other
rule
or regulation of the Commission that may at any time permit such Holders to
sell
Registrable Securities to the public without registration, the Company covenants
and agrees to: (i) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act until the
earlier of: (A) such date as all of the Registrable Securities may be resold
to
the public without volume restrictions pursuant to Rule 144(k) under the
Securities Act or any other rule of similar effect or (B) such date as all
of
the Registrable Securities shall have been resold; (ii) file with the Commission
in a timely manner all reports and other documents required to be so filed
pursuant to Rule 144(c) under the Securities Act in order to permit the Holders
of the Registrable Securities to be entitled to transfer the Registrable
Securities without registration pursuant to Rule 144 under the Securities Act;
and (iii) furnish to each Holder of Registrable Securities upon request: (A)
a
written statement by the Company that it has complied with the reporting
requirements of the Exchange Act and (B) such other information as may be
reasonably requested in order to avail such Holder of any rule or regulation
of
the Commission that permits the selling of any such Registrable Securities
without registration.
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(h) The
Company will pay all costs, fees and expenses in connection with any
registration statement filed pursuant to this Agreement, including, without
limitation, all registration and filing fees, the Company’s legal and accounting
fees, printing expenses and blue sky fees and expenses; provided, however,
that
the Holders shall be solely responsible for the fees of any counsel and other
experts retained by the Holders in connection with such registration and any
transfer taxes or underwriting discounts, selling commissions or selling fees
applicable to the Registrable Securities sold by the Holders pursuant
thereto.
(i) The
Company shall use its reasonable best efforts to list the Registrable Securities
covered by such registration statement with each securities exchange or
interdealer quotation system or other market on which similar securities of
the
Company are then listed.
(j) The
Company will furnish to each Holder and to his legal counsel, (a) promptly
after
a registration statement is filed hereunder with the Commission, one copy of
the
registration statement and any amendments thereto, each preliminary prospectus
and final prospectus and each amendment or supplement thereto; and (b) a number
of copies of a prospectus, including a preliminary prospectus, and all
amendments and supplements thereto, and such other documents as each Holder
may
reasonably request to facilitate the disposition of the Registrable Securities
owned by such Holder. The Company will promptly notify each Holder and his
designated counsel by facsimile or email of the effectiveness of the applicable
registration statement and any post-effective amendment.
(k) The
Company will permit Holders’ legal counsel to review the registration statement
and all amendments and supplements thereto a reasonable amount of time prior
to
their filing with the Commission, and will not file any document in a form
to
which such counsel reasonably objects, unless otherwise required by law in
the
opinion of the Company’s counsel. The sections of any such registration
statement, including information with respect to each Holder, such Holder’s
beneficial ownership of securities of the Company or such Holder’s intended
method of disposition of Registrable Securities, must conform to the information
provided to the Company by each Holder or his counsel, except for such changes
resulting from Commission comments.
(l) At
the
joint request of the Holders, the Company will promptly prepare and file with
the Commission such amendments (including post-effective amendments) and
supplements to the registration statement, and the prospectus used in connection
with the registration statement, as may be necessary in order to change the
plan
of distribution in a manner reasonably requested by the Holders jointly set
forth in such registration statement; provided however, such change shall not
provide for the disposition of the Registrable Securities on the basis of an
underwritten offering and may be modified as required by the Commission or
as
deemed necessary or appropriate by the Company to respond to Commission comments
or to comply with applicable law.
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5. Acknowledgements
and Covenants of the Holders.
(a) The
Holders, upon receipt of notice from the Company that an event has occurred
which requires a post-effective amendment to a registration statement or a
supplement to the prospectus included therein, shall promptly discontinue the
sale of Registrable Securities until the Holders receive a copy of a
supplemented or amended prospectus from the Company, which the Company shall
provide as soon as practicable after such notice. The Company shall use
reasonable best efforts to file and have declared effective any such
post-effective amendment as soon as possible.
(b) The
obligations of the Company under this Agreement with respect to the Registrable
Securities are expressly conditioned on the Holders’ furnishing to the Company
such appropriate information concerning the Holders, the Registrable Securities
and the terms of the Holders’ offering of such Registrable Securities as the
Company may reasonably request.
(c) Each
Holder agrees, if so requested by the Company’s underwriter or managing
underwriter in connection with a proposed transaction or offering of securities
of the Company, not to sell, make any short sale of, loan, grant any option
for
the purchase of, effect any public sale or distribution of or otherwise dispose
of, any equity securities of the Company during such period of time and on
such
other terms and conditions as may be requested by such underwriter, provided
that the Chief Executive Officer of the Company has also agreed not to sell,
make any short sale of, loan, grant any option for the purchase of, effect
any
public sale or distribution of, or otherwise dispose of, any equity securities
of the Company under the circumstances and pursuant to the terms and conditions
applicable to the Holders.
6. Termination
of Registration Rights.
Notwithstanding the foregoing provisions, the Company’s obligation to register
the Registrable Securities under this Agreement shall terminate as to any
particular Registrable Securities (a) when all of the Registrable Securities
have been sold by each Holder in an offering registered under the Securities
Act
or otherwise, or (b) when a written opinion (i) upon which each Holder is
expressly entitled to rely, and (ii) which states that such Registrable
Securities may be sold without registration under the Securities Act or
applicable state law and without restriction as to the quantity and manner
of
such sales, shall have been received from counsel for the Company.
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7. Indemnification.
(a) The
Company shall indemnify, defend and hold harmless each Holder, each of its
directors, officers, employees, advisors, attorneys, underwriters, accountants
and any person who controls such Holder within the meaning of Section 15 of
the
Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal fees or other fees or expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action) caused by or arising out of
any
untrue statement or alleged untrue statement of a material fact contained in
a
registration statement or prospectus or any amendment or supplement thereto
included therein or caused by or arising out of any omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to
make the statements therein in light of the circumstances in which they are
made
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or alleged untrue statement or omission
or alleged omission based upon information furnished or required to be furnished
in writing to the Company by such Holder expressly for use therein; provided,
however, that the Company shall not be liable to indemnify a Holder insofar
as
such losses, claims, damages, liabilities or actions are (i) caused by any
such
untrue statement or omission or alleged untrue statement or omission based
upon
information relating to the Holder furnished to the Company in writing by Holder
expressly for use therein, (ii) based upon Holder’s failure to provide the
Company with a material fact relating to Holder which is required to be included
in the registration statement or necessary to make a statement in the
registration statement not be misleading, (iii) relate to sales of Registrable
Securities by Holder to the person asserting any such losses, claims, damages,
liabilities or actions if such person was not sent or given a prospectus by
or
on behalf of the Holder, if required by law so to have been delivered, at or
prior to the written confirmation of the sale of the Registrable Securities
to
such person, and if the prospectus (as so amended or supplemented) would have
cured the defect giving rise to such losses, claims, damages or liabilities,
unless such failure is the result of noncompliance by the Company or based
upon
the Holder’s use of a prospectus during a period when the Holder has been
notified that the use of the prospectus has been suspended. Such indemnity
shall
remain in full force and effect regardless of any investigation made by or
on
behalf of Holder, and any directors, officers, participating person, or
controlling person thereof, and shall survive the transfer of such Registrable
Securities by Holder. Each Holder shall at the same time indemnify the Company,
its directors, each officer signing a registration statement and each person
who
controls the Company within the meaning of the Securities Act from and against
any and all losses, claims, damages and liabilities caused by or arising out
of
any untrue statement or alleged untrue statement of a material fact contained
in
a registration statement or prospectus included therein, or caused by or arising
out of any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case, only insofar as such losses, claims, damages or
liabilities are caused by any untrue statement or alleged untrue statement
or
omissions or alleged omission based upon information furnished in writing to
the
Company by the Holder expressly for use therein.
(b) If
for
any reason the foregoing indemnity is unavailable, or is insufficient to hold
harmless any indemnitee, then the indemnitor shall contribute to the amount
paid
or payable by the indemnitee as a result of such losses, claims, damages,
liabilities, or expenses (i) in such proportion as is appropriate to reflect
the
relative benefits received by the indemnitor on the one hand and the indemnitee
on the other from the registration, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, or provides a lesser sum to the
indemnitee than the amount hereinafter calculated, in such proportion as is
appropriate to reflect not only the relative benefits received by the indemnitor
on the one hand and the indemnitee on the other but also the relative fault
of
the indemnitor and the indemnitee as well as any other relevant equitable
considerations. The relative fault of the Company and each Holder shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state
a material fact relates to information supplied by the Company or by the Holders
and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission. Notwithstanding
the provisions of this Section 7(b), in no event shall the Company be required
to contribute any amount of any damages that a Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
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(c) If
any
proceeding shall be brought or any claim asserted against any person entitled
to
indemnity under Section 7 hereof (an “Indemnified Party”), such Indemnified
Party promptly shall notify the person from whom indemnity is sought (the
“Indemnifying Party”) in writing, and the Indemnifying Party shall assume the
defense thereof, including the employment of counsel reasonably satisfactory
to
the Indemnified Party and the payment of all reasonable fees and expenses
incurred in connection with the defense thereof; provided, however, that the
failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that the Indemnifying Party has actually
prejudiced the Indemnifying Party.
(d) An
Indemnified Party shall have the right to employ separate counsel in any such
proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Indemnified
Parties unless: (i) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (ii) the Indemnifying Party shall have failed promptly to
assume the defense of such proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such proceeding; or (iii) the
named parties to any such proceeding (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party, and such Indemnified
Party shall have been advised by counsel that representation of both parties
by
the same counsel would be inappropriate under applicable ethical legal standards
due to actual or potential interests between them, (in which case, if such
Indemnified Party notifies the Indemnifying Party in writing that it elects
to
employ separate counsel at the expense of the Indemnifying Party, such counsel
shall be at the reasonable expense of the Indemnifying Party; provided, however,
that in no event shall the Indemnifying Party be responsible for the fees and
expenses of more than one separate counsel). The Indemnifying Party shall not
be
liable for any settlement of any such proceeding effected without its written
consent, which consent shall not be unreasonably withheld. No Indemnifying
Party
shall, without the prior written consent of the Indemnified Party, effect any
settlement of any pending proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter
of
such proceeding.
(e) Subject
to the foregoing, all reasonable fees and expenses of the Indemnified Party
(including fees and expenses to the extent incurred in connection with
investigating or preparing to defend such proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten (10) business days of written notice thereof to the
Indemnifying Party, which notice shall be delivered no more frequently than
on a
monthly basis (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder).
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8. Governing
Law.
(a) This
Agreement shall be governed by and interpreted and enforced in accordance with
the laws of the State of New York, without giving effect to any choice of law
or
conflict of laws rules or provisions (whether of the State of New York or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.
(b) Each
of
the Company and each Holder hereby irrevocably and unconditionally consents
to
submit to the exclusive jurisdiction of the courts of the State of New York
and
of the United States of America located in the County of New York, State of
New
York (the “New York Courts”) for any litigation arising out of or relating to
this Agreement and the transactions contemplated hereby (and agrees not to
commence any litigation relating thereto except in such courts), waives any
objection to the laying of venue of any such litigation in the New York Courts
and agrees not to plead or claim that such litigation brought in any New York
Courts has been brought in an inconvenient forum.
9. Notices.
All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed duly given when delivered by hand or mailed by
express, registered or certified mail, postage prepaid, return receipt
requested, as follows:
If
to the
Company, at:
0000
Xxxxxxxx, 0xx Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxx Xxxx, Chief Executive Officer
with
a
copy of the same to:
Blank
Rome LLP
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxxx, Esq.
if
to the
Holders, at that address set forth under its name on the signature
page;
with
a
copy of the same to:
Paul,
Hastings, Xxxxxxxx & Xxxxxx
000
Xxxx
Xxxxxx Xxxxx, 00xx
Xxxxx
Xxxxx
Xxxx, Xxxxxxxxxx 00000
Attn:
Xxxxx X. Xxxxxxxx, Esq.
-9-
;
or such
other address as has been indicated by either party in accordance with a notice
duly given in accordance with the provisions of this Section.
10. Amendment.
This
Agreement may only be amended by a written instrument executed by the Company
and the Holders.
11. Entire
Agreement.
This
Agreement constitutes the entire agreement of the parties hereto with respect
to
the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.
12. Assignment;
Benefits.
The
Holders may not assign the Holders’ rights hereunder without the prior written
consent of the Company, which consent may not be unreasonably withheld.
Notwithstanding the foregoing, a Holder may assign such Holder’s rights
hereunder to a purchaser which acquires all of such Holder’s Registrable
Securities in a single transfer. Notwithstanding the foregoing, no rights may
under any circumstances be transferred in respect of any Contingent Share
Rights.
13. Headings.
The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any
of
the terms or provisions of this Agreement.
14. Severability.
Any
provision of this Agreement which is held by a court of competent jurisdiction
to be prohibited or unenforceable in any jurisdiction(s) shall be, as to such
jurisdiction(s), ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.
15. Execution
in Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
document.
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IN
WITNESS WHEREOF,
this
Agreement has been executed and delivered by the parties hereto on the date
first above written.
|
By:
/s/
Xxxx
Xxxx
Name:
Xxxx
Xxxx
Title:
President
and CEO
Holder:
XXXXXXX XXXXXXXXX
/s/
Xxxxxxx
Xxxxxxxxx
Signature
Address:
Attention:
|
Number of Registrable Securities: 2,333,100
|
Holder:
XXXXX XXXXX
/s/
Xxxxx
Xxxxx
Signature
Address:
Attention:
|
Number
of
Registrable Securities: 0
[SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT]
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