EXHIBIT 10.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 14, 2002 between
Crossover Ventures, Inc. ("Purchaser") and Lumenon Innovative Lightwave
Technology, Inc. (the "Company").
WHEREAS, simultaneously with the execution and delivery of this Agreement,
pursuant to a Common Stock Purchase Agreement dated the date hereof (the
"Purchase Agreement") the Purchaser has committed to purchase up to $14,000,000
of the Company's Common Stock (TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANINGS
ASCRIBED TO THEM IN THE PURCHASE AGREEMENT); and
WHEREAS, the Company desires to grant to the Purchaser the registration
rights set forth herein with respect to the Draw Down Shares and the Warrant
Shares (collectively, the "Securities").
NOW, THEREFORE, the parties hereto mutually agree as follows:
Section 1. Registrable Securities. As used herein the term "Registrable
Security" means the Securities; provided, however, that any shares of Common
Stock which are Registrable Securities shall cease to be Registrable Securities
(i) when sold pursuant to the Registration Statement, (ii) when sold pursuant to
Rule 144 (or any similar provision then in force) under the Securities Act
("Rule 144"), (iii) upon any sale in any manner to a person or entity which is
not entitled pursuant to Section 9 to rights under this Agreement, or (iv) such
time as, in the opinion of counsel to the Company, such Securities may be sold
without any time, volume or manner limitations pursuant to Rule 144(k) (or any
similar provision then in effect) under the Securities Act. In the event of any
merger, reorganization, consolidation, recapitalization or other change in
corporate structure affecting the Common Stock, such adjustment shall be deemed
to be made in the definition of "Registrable Security" as is appropriate in
order to prevent any dilution or enlargement of the rights granted pursuant to
this Agreement.
SECTION 2. Restrictions on Transfer. The Purchaser acknowledges and
understands that in the absence of an effective Registration Statement
authorizing the resale of the Securities as provided herein, the Securities are
"restricted securities" as defined in Rule 144. The Purchaser understands that
no disposition or transfer of the Securities may be made by Purchaser in the
absence of (i) an opinion of counsel to the Purchaser, in form and substance
reasonably satisfactory to the Company, that such transfer may be made without
registration under the Securities Act or (ii) such registration.
With a view to making available to the Purchaser the benefits of Rule 144,
the Company agrees:
(a) to comply with the provisions of paragraph (c)(1) of Rule 144; and
(b) to use its best effort to file with the Commission in a timely
manner all reports and other documents required to be filed by the Company
pursuant to Section 13 or 15(d) under the Exchange Act; and furnish the
Purchaser with such other reports and documents of the Company as the
Purchaser may reasonably request to avail itself of any similar rule or
regulation of the Commission allowing it to sell any such securities
without registration.
SECTION 3. Registration Rights With Respect to the Securities.
(a) Subject to the compliance by the Purchaser with Section 3.15 of the
Purchase Agreement, the Company agrees that it will prepare and file with
the Securities and Exchange Commission ("Commission"), within sixty (60)
days after the date hereof, a registration statement (on Form S-1, or other
appropriate form of registration statement) under the Securities Act (the
"Registration Statement"), at the sole expense of the Company (except as
provided in Section 3(c) hereof), in respect of Purchaser, so as to permit
a public offering and resale of the Securities under the Securities Act by
Purchaser. Subject to the compliance by the Purchaser with Section 3.15 of
the Purchase Agreement, the Company shall use its commercially reasonable
efforts to cause the Registration Statement to become effective within
one-hundred twenty (120) days of the date hereof or five (5) days of SEC
clearance and will within said five (5) days request acceleration of
effectiveness. The Company will notify Purchaser of the effectiveness of
the Registration Statement within one Trading Day of such event.
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(b) The Company will maintain the Registration Statement or
post-effective amendment filed under this Section 3 hereof effective under
the Securities Act until the earliest of (i) the date that all the
Registrable Securities have been disposed of pursuant to the Registration
Statement, (ii) 360 days from the last date Registrable Securities are
issued, (iii) the date that the Securities may be sold under the provisions
of Rule 144 without limitation as to volume, (iv) the date all Securities
have been otherwise transferred to persons who may trade such shares
without restriction under the Securities Act, and the Company has delivered
a new certificate or other evidence of ownership for such securities not
bearing a restrictive legend, or (v) the date all Securities may be sold
without any time, volume or manner limitations pursuant to Rule 144(k) or
any similar provision then in effect under the Securities Act (the
"Effectiveness Period").
(c) All fees, disbursements and out-of-pocket expenses and costs
incurred by the Company in connection with the preparation and filing of
the Registration Statement under subparagraph 3(a) and in complying with
applicable securities and Blue Sky laws (including, without limitation, all
attorneys' fees of the Company) shall be borne by the Company. The
Purchaser shall bear the cost of underwriting and/or brokerage discounts,
fees and commissions, if any, applicable to the Securities being registered
and the fees and expenses of its counsel. The Purchaser and its counsel
shall have a reasonable period, not to exceed three (3) Trading Days, to
review the proposed Registration Statement or any amendment thereto, prior
to filing with the Commission, and the Company shall provide the Purchaser
with copies of any comment letters received from the Commission with
respect thereto within two (2) Trading Days of receipt thereof. The Company
shall make reasonably available for inspection by Purchaser, any
underwriter participating in any disposition pursuant to the Registration
Statement, and any attorney, accountant or other agent retained by the
Purchaser or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the Company's officers, directors and employees to
supply all information reasonably requested by the Purchaser or any such
underwriter, attorney, accountant or agent in connection with the
Registration Statement; provided, however, that all records, information
and documents that are designated in writing by the Company as
confidential, proprietary or containing any material non-public information
shall be kept confidential by the Purchaser and any such underwriter,
attorney, accountant or agent (pursuant to an appropriate confidentiality
agreement in the case of the Purchaser, underwriter, attorney, accountant
or agent), unless such disclosure is made pursuant to judicial process in a
court proceeding (after first giving the Company an opportunity promptly to
seek a protective order or otherwise limit the scope of the information
sought to be disclosed) or is required by law, or such records, information
or documents become available to the public through a third party not in
violation of an accompanying obligation of confidentiality; and provided
further that, if the foregoing inspection and information gathering would
otherwise disrupt the Company's conduct of its business, such inspection
and information gathering shall, to the maximum extent possible, be
coordinated on behalf of the Purchaser and the other parties entitled
thereto by one firm of counsel designed by and on behalf of the majority in
interest of Purchaser and other parties. The Company at its expense will
supply the Purchaser with such reasonable number of copies of the
Registration Statement and the final prospectus included therein (the
"Prospectus") and other related documents as the Purchaser may request in
order to facilitate the public sale or other disposition of the Registrable
Securities.
(d) The Company shall not be required by this Section 3 to include the
Purchaser's Securities in any Registration Statement which is to be filed
if, in the opinion of counsel for both the Purchaser and the Company (or,
should they not agree, in the opinion of another counsel experienced in
securities law matters acceptable to counsel for the Purchaser and the
Company) the proposed offering or other transfer as to which such
registration is requested is exempt from applicable federal and state
securities laws and would result in all purchasers or transferees obtaining
securities which are not "restricted securities", as defined in Rule 144
under the Securities Act.
If at any time or from time to time after the effective date of the
Registration Statement, the Company notifies the Purchaser in writing of
the existence of a Potential Material Event (as defined in Section 3(e)
below), the Purchaser shall not offer or sell any Securities or engage in
any other
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transaction involving or relating to Securities, from the time of the
giving of notice with respect to a Potential Material Event until the
Purchaser has received copies of a supplemented or amended Prospectus or
until the Purchaser is advised in writing by the Company that the then
current Prospectus may be used and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by
reference in such Prospectus (the "Suspension Period"); provided, however,
that, if a Suspension Period occurs during any periods commencing on a
Trading Day a Draw Down Notice is deemed delivered and ending ten (10)
Trading Days following the end of the corresponding Draw Down Pricing
Period, then the Company must compensate the Purchaser for any net decline
in the market value of any Securities committed to be purchased by the
Purchaser through the end of such Suspension Period. Net decline shall be
calculated as the difference between the highest VWAP during the applicable
Suspension Period and the VWAP on the Trading Day immediately following a
properly delivered notice to the Purchaser that such Suspension Period has
ended. The Company must give Purchaser notice in writing promptly upon
knowledge that a Suspension Period may occur without indicating the nature
of such Suspension Period.
(e) "Potential Material Event" means any of the following: (i) the
possession by the Company of material information that is not ripe for
disclosure in a registration statement, as determined in good faith by the
Chief Executive Officer or the Board of Directors of the Company or that
disclosure of such information in the Registration Statement would be
detrimental to the business or affairs of the Company; or (ii) any material
engagement, development or activity by the Company which would, in the good
faith determination of the Chief Executive Officer or the Board of
Directors of the Company, be adversely affected by disclosure in a
registration statement at such time, which determination shall be
accompanied by a good faith determination by the Chief Executive Officer or
the Board of Directors of the Company that the Registration Statement would
be materially misleading absent the inclusion of such information; or (iii)
pursuant to applicable law, a fundamental change that requires the Company
to file a post-effective amendment to the Registration Statement, change
the plan of distribution to the Prospectus, or must update the information
included in the Prospectus pursuant to Section 10(a)(3) of the Securities
Act.
(f) If the Company has delivered a Prospectus to the Purchaser and after
having done so the Prospectus is amended to comply with the requirements of
the Securities Act, the Company shall promptly notify the Purchaser and, if
requested, the Purchaser shall immediately cease making offers of
Registrable Securities. The Company shall promptly provide the Purchaser
with revised Prospectuses and, following receipt of the revised
Prospectuses, the Purchaser shall be free to resume making offers of the
Registrable Securities.
SECTION 4. Cooperation with Company. The Purchaser will cooperate with
the Company in all respects in connection with this Agreement, including timely
supplying all information reasonably requested by the Company (which shall
include all information regarding the Purchaser and proposed manner of sale of
the Registrable Securities required to be disclosed in the Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing its obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering. The
Purchaser shall consent to be named as an underwriter in the Registration
Statement. Purchaser acknowledges that in accordance with current Commission
policy, the Purchaser will be named as the underwriter of the Securities in the
Registration Statement.
SECTION 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except as otherwise provided in this Agreement), as expeditiously as possible,
subject to the Purchaser's assistance and cooperation as reasonably required:
(a) As expeditiously as possible prepare and file with the Commission
such amendments and supplements to the Registration Statement and the
Prospectus as may be necessary to keep such Registration Statement
effective until at least the 360th day after the last issuance of Draw Down
Shares
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and to comply with the provisions of the Securities Act with respect to the
sale or other disposition of all securities covered by the Registration
Statement (including prospectus supplements with respect to the sales of
securities from time to time in connection with a registration statement
pursuant to Rule 415 promulgated under the Securities Act);
(b) prior to the filing with the Commission of any Registration
Statement (including any amendments thereto) and the distribution or
delivery of the Prospectus (including any supplements thereto), provide
draft copies thereof to the Purchaser and reflect in such documents all
such comments as the Purchaser (and its counsel) reasonably may propose and
(ii) furnish to the Purchaser such numbers of copies of the Prospectus
including a preliminary prospectus or any amendment or supplement to the
Prospectus, as applicable, in conformity with the requirements of the
Securities Act, and such other documents, as the Purchaser may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities;
(c) as expeditiously as possible use its best efforts to register or
qualify the Registrable Securities covered by the Registration Statement
under the applicable blue sky laws as requested by the Purchaser (subject
to the limitations set forth in Section 3(c) above), and do any and all
other acts and things which may be reasonably necessary or advisable to
enable the Purchaser to consummate the public sale or other disposition in
such jurisdiction of the Registrable Securities, except that the Company
shall not for any such purpose be required to qualify to do business as a
foreign corporation in any jurisdiction wherein it is not so qualified or
to execute any general consent to service of process;
(d) list such Registrable Securities on the Principal Market, and any
other exchange on which the Common Stock of the Company is then listed, if
the listing of such Registrable Securities is then permitted under the
rules of such exchange or the Principal Market;
(e) notify the Purchaser at any time when the Prospectus is required to
be delivered under the Securities Act, of the happening of any event of
which it has knowledge as a result of which the Prospectus, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and the Company shall prepare and file a curative amendment or
curative supplement under Section 5(a) as quickly as commercially possible
and the period beginning on the date of notice until the curative amendment
is effective or curative supplement is provided to the Purchaser shall be
deemed a Suspension Period and the Company shall compensate the Purchaser
as set forth in Section 3(d) herein;
(f) as promptly as practicable after becoming aware of such event,
notify the Purchaser (or, in the event of an underwritten offering, the
managing underwriters) of the issuance by the Commission or any state
authority of any stop order or other suspension of the effectiveness of the
Registration Statement and use commercially reasonable efforts to effect
the withdrawal, rescission or removal of such stop order or other
suspension; and
(g) maintain a transfer agent for its Common Stock.
SECTION 6. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Purchaser and
each person, if any, who controls the Purchaser within the meaning of the
Securities Act ("Distributing Purchaser") against any losses, claims,
damages or liabilities, joint or several (which shall, for all purposes of
this Agreement, include, but not be limited to, all reasonable costs of
defense and investigation and all reasonable attorneys' fees), to which the
Distributing Purchaser may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, or any related preliminary prospectus, the
Prospectus or amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the Company will not be liable in
any such case to the extent that any such loss,
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claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in the Registration Statement, preliminary prospectus, the Prospectus or
amendment or supplement thereto in reliance upon, and in conformity with,
written information furnished to the Company by the Distributing Purchaser
specifically for use in the preparation thereof. This Section 6(a) shall
not inure to the benefit of any Distributing Purchaser with respect to any
person asserting such loss, claim, damage or liability who purchased the
Registrable Securities which are the subject thereof if the Distributing
Purchaser failed to send or give (in violation of the Securities Act or the
rules and regulations promulgated thereunder) a copy of the Prospectus to
such person at or prior to the written confirmation to such person of the
sale of such Registrable Securities, where the Distributing Purchaser was
obligated to do so under the Securities Act or the rules and regulations
promulgated thereunder. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
(b) The Purchaser agrees that it will indemnify and hold harmless the
Company, and each officer, director of the Company or person, if any, who
controls the Company within the meaning of the Securities Act, against any
losses, claims, damages or liabilities (which shall, for all purposes of
this Agreement, include, but not be limited to, all reasonable costs of
defense and investigation and all reasonable attorneys' fees) to which the
Company or any such officer, director or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, or any related
preliminary prospectus, the Prospectus or amendment or supplement thereto,
or arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, but in each case only to the
extent that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, preliminary
prospectus, the Prospectus or amendment or supplement thereto in reliance
upon, and in conformity with, written information furnished to the Company
by such Purchaser specifically for use in the preparation thereof. This
indemnity agreement will be in addition to any liability which the
Purchaser may otherwise have. Notwithstanding anything to the contrary
herein, the Purchaser shall not be liable under this Section 6(b) for any
amount in excess of the net proceeds to such Purchaser as a result of the
sale of Registrable Securities pursuant to the Registration Statement.
(c) Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action as to which indemnity may be
sought under this Section 6, notify the indemnifying party of the
commencement thereof and shall permit the indemnifying party to assume the
defense of any claim or any litigation resulting therefrom; provided, that
counsel for the indemnifying party, who shall conduct the defense of such
claim or litigation, shall be approved by the indemnified party (whose
approval shall not be unreasonably withheld, conditioned or delayed); but
the failure to notify the indemnifying party will not relieve the
indemnifying party from any obligations which it may have to any
indemnified party except to the extent of actual prejudice demonstrated by
the indemnifying party. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation, unless the indemnifying party shall not
pursue the action to its final conclusion. The indemnified party shall have
the right, at such party's own expense, to employ separate counsel in any
such action and to participate in the defense thereof; provided that the
indemnifying party shall pay such expense if: (i) the employment of such
counsel has been specifically authorized in writing by the indemnifying
party, or (ii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party and the Indemnified Party reasonably concludes that representation of
such Indemnified Party by the counsel retained by the Indemnifying Party
would be inappropriate due to actual or potential differing interests
between the Indemnified Party and any other party represented by such
counsel in such proceeding; provided further that in no event shall the
indemnifying party be required to pay the expenses of more than one law
firm per jurisdiction as counsel for the indemnified party. No indemnifying
party, in
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the defense of any such claim or litigation shall, except with the consent
of each indemnified party, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect of such claim or litigation, and no
indemnified party shall consent to entry of any judgment or settle such
claim or litigation without the prior written consent of the indemnifying
party, which consent shall not be unreasonably withheld, conditioned or
delayed.
All fees and expenses of the indemnified party (including reasonable
costs of defense and investigation in a manner not inconsistent with this
Section and all reasonable attorneys' fees and expenses) shall be paid to
the indemnified party, as incurred, within ten (10) Trading Days of written
notice thereof to the indemnifying party; 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.
SECTION 7. Contribution. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 6 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified party, then the Company and the
Purchaser shall contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (which shall, for all purposes of this
Agreement, include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees), in either such case (after
contribution from others) on the basis of relative fault as well as any other
relevant equitable considerations. The relative fault 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 on the one hand or the applicable
Distributing Purchaser on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Purchaser agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 7. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this Section 7 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. 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. Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may be made
against another party or parties under this Section 7, notify such party or
parties from whom contribution may be sought, but the omission so to notify such
party or parties from whom contribution may be sought shall not relieve such
party from any other obligation it or they may have thereunder or otherwise
under this Section 7. No party shall be liable for contribution with respect to
any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed.
Notwithstanding any other provision of this Section 7, in no event shall
any (i) Purchaser be required to undertake liability to any person under this
Section 7 for any amounts in excess of the dollar amount of the gross proceeds
to be received by the Purchaser from the sale of the Purchaser's Registrable
Securities pursuant to any Registration Statement under which such Registrable
Securities are to be registered under the Securities Act and (ii) underwriter be
required to undertake liability to any person hereunder for any amounts in
excess of the aggregate discount, commission or other compensation payable to
such underwriter with respect to the Registrable Securities underwritten by it
and distributed pursuant to the Registration Statement.
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SECTION 8. Notices. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be delivered as set forth in the
Purchase Agreement.
SECTION 9. Assignment. Neither this Agreement nor any rights of the
Purchaser or the Company hereunder may be assigned by either party to any other
person. Notwithstanding the foregoing, (a) the provisions of this Agreement
shall inure to the benefit of, and be enforceable by, any transferee of any of
the Common Stock purchased by the Purchaser pursuant to the Purchase Agreement
other than through open-market sales, and (b) upon the prior written consent of
the Company, which consent shall not be unreasonably withheld or delayed in the
case of an assignment to an affiliate of the Purchaser, the Purchaser's interest
in this Agreement may be assigned at any time, in whole or in part, to any other
person or entity (including any affiliate of the Purchaser) who agrees to be
bound hereby.
SECTION 10. Counterparts/Facsimile. Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of which,
when together shall constitute but one and the same instrument, and shall become
effective when one or more counterparts have been signed by each party hereto
and delivered to the other party. In lieu of the original, a facsimile
transmission or copy of the original shall be as effective and enforceable as
the original.
SECTION 11. Remedies and Severability. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law. If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of those that may be hereafter declared
invalid, illegal, void or unenforceable.
SECTION 12. Conflicting Agreements. The Company shall not enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Purchasers in this Agreement or otherwise prevents the Company
from complying with all of its obligations hereunder.
SECTION 13. Headings. The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
SECTION 14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made in New York by persons domiciled in New York City and without
regard to its principles of conflicts of laws. The Company and the Purchaser
agree to submit themselves to the in personam jurisdiction of the state and
federal courts situated within the Southern District of the State of New York
with regard to any controversy arising out of or relating to this Agreement. Any
party shall have the right to seek injunctive relief from any court of competent
jurisdiction in any case where such relief is available.
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[REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed as of the date set forth above.
LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY,
INC.
By: /s/ XXXX X. XXXXXXXXX
---------------------------------------
Xxxx X. Xxxxxxxxx, President and CEO
CROSSOVER VENTURES, INC.
By: Navigator Management Limited, its
director
By: /s/ XXXXX XXXX
---------------------------------------
Name: Xxxxx Xxxx
Title: Director
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