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REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is entered into as of November 30, 1995,
by and between PCT HOLDINGS, INC., a Nevada corporation ("PCTH"),
SEISMIC SAFETY PRODUCTS, INC., a Florida corporation ("Seller"),
and the persons whose names are listed on the signature page of
this Agreement, all of whom are shareholders of Seller as of the
date of this Agreement (the "Shareholders").
RECITALS
--------
A. PCTH, certain subsidiaries of PCTH, Seller, and certain
affiliates of Seller have entered into an Asset Purchase
Agreement dated as of October 27, 1995 (the "Purchase
Agreement"), pursuant to which a subsidiary of PCTH is acquiring
substantially all of the assets of Seller (the "Assets");
B. A portion of the purchase price for the Assets is
common stock, $.001 par value, of PCTH (the "PCTH Common Stock");
and
C. The Purchase Agreement provides for the execution of
a registration rights agreement on the terms set forth herein,
providing certain rights to Seller and the Shareholders.
NOW, THEREFORE, for valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned
agree as follows:
AGREEMENT
---------
1. Notice of Registration. If, at any time (but only
once) within two years after the Closing (as defined in the
Purchase Agreement), PCTH proposes to register any PCTH Common
Stock under the Securities Act of 1933, as amended (the "1933
Act"), except for registration on Form S-8 or any successor form
with respect to compensation plans and except for registrations
in connection with the acquisition by merger or otherwise of
another public company (subject to the foregoing exceptions, a
"Registered Offering"), PCTH will:
(a) promptly give written notice of the proposed
Registered Offering to Seller (if Seller has not previously been
dissolved) and to each of the Shareholders who, at the time such
notice is sent, holds of record any of the shares ("Registrable
Shares") of PCTH Common Stock that were issued to Seller as part
of the purchase price for the Assets (which notice shall include
a list of the jurisdictions in which PCTH intends to attempt to
qualify such securities under the applicable state laws
regulating the offer and sale of securities (the "State Acts"));
and
(b) at the written request of Seller (if it holds
of record any Registrable Shares) or any Shareholder who holds
Registrable Shares, which notice must be provided to PCTH within
15 days after receipt of the notice referred to in Section 1(a),
include in the Registered Offering (and any related qualification
under applicable State Acts) and in any related underwriting, the
Registrable Shares of Seller and any such Shareholder on an equal
basis with other shareholders of PCTH, with expenses of such
registration to be paid as provided in Section 4 below.
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2. Registration. In the event that PCTH receives a
timely request for registration pursuant to Section 1(b), PCTH
will use its best efforts to include in the Registered Offering
the portion of the Registrable Shares that Seller and any
Shareholders request to have included therein and to file post-
effective amendments, apply for appropriate qualification under
applicable State Acts and undertake appropriate compliance with
applicable regulations issued under the 1933 Act.
Notwithstanding the foregoing, PCTH shall not be obligated to
effect, or to take any action to effect, any such Registered
Offering.
3. Underwriting. If the Registered Offering of which
PCTH gives notice involves an underwriting, PCTH shall so advise
Seller and the Shareholders as part of the written notice given
pursuant to Section 1(a). In such event, Seller's and the
Shareholders' rights to registration pursuant to Section 2 shall
be conditioned upon their participation in such underwriting.
Seller, the Shareholders, and PCTH (and any other shareholders
proposing to distribute their shares of PCTH Common Stock through
such underwriting) shall enter into an underwriting agreement in
customary form with the representatives of the underwriter or
underwriters selected for such underwriting by PCTH.
Notwithstanding any other provisions of this Agreement, if the
representatives of the underwriter or underwriters determine that
marketing factors make it advisable to impose a limitation on the
number of shares to be underwritten, the number of shares that
may be included in the Registered Offering on behalf of Seller,
the Shareholders, or any other shareholders proposing to
distribute their shares of PCTH Common Stock through such
underwriting shall be allocated in proportion, as nearly as
practicable, to the respective amounts of securities that they
had requested to be included. If Seller or any Shareholder
disapproves of the terms of any such underwriting, he, she or it
may elect to withdraw therefrom by written notice to PCTH and the
representatives of the underwriter or underwriters.
4. Expenses of Registration. PCTH shall bear all
reasonable registration expenses incurred in connection with any
registration, qualification and compliance by PCTH pursuant to
Section 2. All underwriting discounts or commissions shall be
borne by the holders of the securities so registered, pro rata
on the basis of the number of their shares so registered.
5. Registration Procedures. In the case of a
registration effected by PCTH pursuant to Section 2, PCTH will
keep Seller and the Shareholders advised in writing as to the
initiation of the registration and as to the completion thereof.
In connection therewith, PCTH will:
(a) to the extent allowed by the 1933 Act and the
rules and regulations of the Securities and Exchange Commission,
keep such registration effective for a period of 60 days or until
Seller and the Shareholders have completed their distribution as
described in the registration statement, whichever first occurs;
(b) furnish at its expense such number of
prospectuses and other documents incident thereto as Seller and
the participating Shareholders from time to time may reasonably
request; and
(c) use its best efforts to register or qualify
the Registrable Shares under the State Acts of such jurisdictions
as the participating Shareholders may reasonably request;
provided however, that PCTH shall not be obligated to register
or qualify Registrable Shares in any jurisdiction in which PCTH
would be required to execute a general consent to service of
process in order to effect such registration, qualification or
compliance,
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unless PCTH is already subject to service in such jurisdiction and except
as may be required by the 1933 Act or applicable rules or regulations
thereunder.
6. Indemnification.
(a) Indemnification by PCTH. PCTH, with respect
to each registration or qualification effected pursuant to
Section 2, will defend, indemnify and hold harmless Seller and
the Shareholders and each underwriter, if any, and each party
controlling any such underwriter, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising
out of or based on (i) any untrue statement (or alleged untrue
statement) of a material fact contained in any registration
statement, prospectus, offering circular or other material
document incident to any such registration, qualification or
compliance, (ii) any omission (or alleged omission) of a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and (iii) any violation by
PCTH of the 1933 Act or any State Act or any rule or regulation
thereunder applicable to PCTH and relating to an action or
inaction required of PCTH in connection with any such
registration, qualification or compliance. PCTH will reimburse
Seller, the Shareholders, underwriters or control persons for any
legal and other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action; provided, however, that PCTH will not be
liable in any case to the extent that any such claim, loss,
damage, liability or expense arises out of or is based upon
information furnished to PCTH by Seller, the Shareholders or such
underwriter or control person, as the case may be.
(b) Indemnification by Shareholders. If Shares
held by Seller or a Shareholder are included in the securities
as to which a registration, qualification or compliance is being
effected, Seller and such Shareholder will defend, indemnify and
hold harmless PCTH, each of PCTH's officers and directors, each
party controlling PCTH, each legal counsel and independent
accountant of PCTH, each underwriter, if any, and each party
controlling any such underwriter, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising
out of or based on (i) any untrue statement (or alleged untrue
statement) of a material fact made by Seller or such Shareholder
and contained in any registration statement, prospectus, offering
circular or other material document incident to any such
registration, qualification or compliance, (ii) any omission (or
alleged omission) of a material fact by Seller or such
Shareholder required to be stated therein or necessary to make
the statements therein not misleading, and (iii) any violation
by Seller or such Shareholder of the 1933 Act or any State Act
or any rule or regulation thereunder applicable to him, her or
it and relating to an action or inaction required in connection
with any such registration, qualification or compliance. Seller
and any such Shareholder will reimburse PCTH, such officers,
directors, underwriters, control persons or others for any legal
and other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action, in each case only to the extent that any
such claim, loss, damage, liability or expense arises out of or
is based upon information furnished to PCTH or its
representatives by Seller or such Shareholder.
(c) Notice of Claims. Each party entitled to
indemnification under this Section 6 (the "Indemnified Party")
shall give notice to the party that allegedly is obligated
hereunder to indemnify the Indemnified Party (the "Indemnifying
Party") promptly after such Indemnified Party has actual
knowledge of any claims as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided,
however, that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or any litigation resulting
therefore, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld),
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and the Indemnified Party may participate in such defense at such
party's expense (unless the Indemnified Party shall have been advised
by counsel that actual or potential differing interests or defenses
exist or may exist between the Indemnifying Party and the Indemnified
Party, in which case such expense shall by paid by the
Indemnifying Party); and provided further that the failure of any
Indemnified Party to give notice as provided in this Agreement
shall not relieve the Indemnifying Party of its obligations under
this Section 6. No Indemnifying Party, in 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 that 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 to
such claim or litigation.
7. Information from and Obligations of Seller and the
Shareholders. Seller and each Shareholder whose Registrable
Shares are included in a Registered Offering will furnish in
writing to PCTH all information regarding themselves and the
distribution proposed to be made by them as PCTH may request in
writing and as may be required in connection with the
registration, qualification or compliance contemplated in this
Agreement. Without limiting the foregoing, Seller shall notify
PCTH immediately upon distribution of any Registrable Shares to
any of the Shareholders, which notice will include the number of
Registrable Shares so distributed. Seller and each of the
Shareholders shall have the burden of proving that Shares of PCTH
Common Stock held by them are Registrable Shares.
8. Stand-Off Agreement. No person who participates
in a Registered Offering in accordance with this Agreement, if
so requested by PCTH or an underwriter of securities of PCTH,
will sell or otherwise transfer or dispose of any other
securities of PCTH held by such person during the 180-day period
following the effective date of a registration statement for such
Registered Offering. PCTH may impose stop transfer instructions
with respect to the securities subject to the restriction in this
section until the end of the 180-day period.
9. Dissolution of Seller. In the event that Seller
is dissolved or its corporate existence is terminated under
applicable law, or if for any reason Seller no longer holds any
Registrable Shares, any obligations of PCTH with respect to
Seller described in this Agreement shall be automatically
terminated, without requiring any action on the part of PCTH, on
the effective date of such dissolution or termination or on the
first date on which Seller ceases to hold Registrable Shares.
10. Miscellaneous.
(a) Waiver or Modification of Agreement. No
modification or waiver of any provision of this Agreement, nor
any consent to any departure by either party herefrom, shall in
any event be effective unless the same shall be in writing and
signed by the party against which enforcement of such
modification or waiver is sought, and then such waiver or consent
shall be effective only in the specific instance and for the
specific purpose for which given.
(b) Amendment of Agreement. This Agreement may
be amended with respect to any provision contained herein by a
written instrument duly executed on behalf of each party hereto.
(c) Notices. All notices and other
communications hereunder shall be in writing and shall be deemed
to have been duly given when personally delivered, or
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three days after deposited in the United States mail, first-class,
postage prepaid, or upon confirmed facsimile transmission, addressed
to the respective parties hereto as follows:
If to PCTH:
----------
PCT Holdings, Inc.
000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn.: Xxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Stoel Rives
00xx Xxxxx, Xxx Xxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Seller:
------------
c/o Xxx XxXxxx
0000 Xxxx Xxx. X.
Xxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
If to any of the Shareholders, to the address or number shown
next to their name on the signature pages of this Agreement; or
to such other address as any party hereto may designate by like
notice to the other parties hereto.
(d) No Assignment. Neither Seller nor any
Shareholder may transfer any rights granted pursuant to this
Agreement to any third party.
(e) Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed an
original but all of which counterparts collectively shall
constitute one instrument, and in making proof of this Agreement,
it shall never be necessary to produce or account for more than
one such counterpart.
(f) Binding Effect; Assignment. This Agreement
shall be binding upon and inure to the benefit of PCTH, Seller,
the Shareholders, and their representatives, successors, and
permitted assigns, in accordance with the terms hereof.
(g) Entire Agreement. This Agreement constitutes
the entire agreement between the parties hereto with respect to
registration rights and supersedes all prior agreements,
representations, warranties, statements, promises, information,
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arrangements and understandings, whether oral or written, express
or implied, with respect to the subject matter hereof.
(h) Governing Law. This Agreement and its
validity, construction, enforcement, and interpretation shall be
governed by the substantive laws of the State of Washington.
(i) Waiver. No failure or delay on the part of
any party in exercising any right, power, or privilege hereunder
or under any of the documents delivered in connection with this
Agreement shall operate as a waiver of such right, power, or
privilege, nor shall any single or partial exercise of any such
right, power, or privilege preclude any other or further exercise
thereof or the exercise of any other right, power, or privilege.
(j) Headings. The descriptive section headings
are for convenience of reference only and shall not control or
affect the meaning or construction of any provision of this
Agreement.
IN WITNESS WHEREOF, each party hereto has caused this
Agreement to be duly executed as of the date and year first above
written.
PCTH:
PCT HOLDINGS, INC., a Nevada corporation
By /s/ XXXXXX X. XXXXXX
------------------------------------
Its President
SELLER:
SEISMIC SAFETY PRODUCTS, INC., a
Florida corporation
By /s/ XXXXXX X. XXXXXX
------------------------------------
Its President
SHAREHOLDERS:
/s/ XXXXX X. XXXXXX
---------------------------------------
Xxxxx X. XxXxxx
000 Xxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
---------------------------------------
Xxxxxxxx X. Xxxx
88 X. Xxxxx Street
sQuezon City, Phillipines
/s/ ADOLPINO B. AGUAYON
---------------------------------------
Adolpino B. Aguayon
0000 Xxxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
7
/s/ XXXXXXX XXXXXX
---------------------------------------
Xxxxxxx Xxxxxx
0000 Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
/s/ XXXXXXX X. XXXXXX
---------------------------------------
Xxxxxxx X. Xxxxxx
0000 Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
/s/ XXXXXX X. XXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxx
Xxx 00
Xxxxxxxxxx, XX 00000
---------------------------------------
Xxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxxx
Xxxx Xxxxxx, XX 00000
/s/ BANDIPHAN BHANDHUKRAUI
---------------------------------------
Bandiphan Bhandhukraui
0000 Xxxxxxxx Xxxx., #000
Xxxxxxx Xxxxx, XX 00000
/s/ VORAPAT CHARUSORN
---------------------------------------
Vorapat Charusorn
00 Xxxxxxxx Xx., 0X
Xxxxxx, XX 00000
/s/ XXXXX XXXXX
---------------------------------------
Xxxxx Xxxxx
000 Xxxxxxxx Xx. #000-00
Xxxxxx, XX 00000
/s/ XXXXX XXXXXX XXXXXXX (XXXXXXXXX)
---------------------------------------
Xxxxx XxXxxx Xxxxxxx
0000 Xxxx Xxx, #000
Xxxxxxxxxx, XX 00000
/s/ XXXXX X. XXXXXXX
---------------------------------------
Xxxxx X. Xxxxxxx
000 Xxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
8
/s/ XXXX X. XXXX
---------------------------------------
Xxxx X. Xxxx
0000 Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
/s/ XXXXX X. XXXXX
---------------------------------------
Xxxxx X. Xxxxx
000 Xxxxxxx Xxxx.
Xxxxx Xxx, XX 00000
/s/ XXXXX X. XXXXXXX
---------------------------------------
Xxxxx X. Xxxxxxx, CPA
00000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
/s/ XXXXX X. XXXXXX
---------------------------------------
Xxxxx X. XxXxxx
c/o Xxxxx XxXxxx
000 Xxx Xxxxxx
Xxxxxxxx, XX 00000
/s/ XXX XXXXXX
---------------------------------------
Xxx XxXxxx
0000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
/s/ XXXXXXX XXXXXX
---------------------------------------
Xxxxxxx XxXxxx
0000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
/s/ XXXXXX X. XXXXXX
---------------------------------------
Xxxxxx X. XxXxxx
0000 Xxxx Xxx. Xxxx
Xxxxxxxxxx, XX 00000
/s/ XXXXXXX XXXXXX, XX.
---------------------------------------
Xxxxxxx XxXxxx, Xx.
0000 Xxxx Xxx Xxxx
Xxxxxx Xxxxx, XX 00000
9
/s/ XXXXXXX XXXXXX
---------------------------------------
Xxxxxxx XxXxxx, Xx.
0000 Xxxx Xxx Xxxx
Xxxxxx Xxxxx, XX 00000
---------------------------------------
Xxxxxxxxx X. XxXxxxxx
000 X. Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
/s/ XXXX X. XXXXXXXX
---------------------------------------
Xxxx X. XxXxxxxx
Xxxxx 0, Xxx 000-00 XxXxxxxxx
Xxxxxxxx, XX 00000
/s/ XXXXXXX X. XXXXXXX, XX.
---------------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
00 X. Xxxxx, Xxxx 0, X.X.Xxxxxx
Xxxxxx Xxxx, Xxxxxxxxxxx
/s/ XXXXXX X. X'XXXX
---------------------------------------
Xxxxxx X. X'Xxxx
0000 Xxxxxxx Xxxx
Xxxxxx Xxxxx, XX 00000
/s/ XXXXXX X.X. XXXX
---------------------------------------
Xxxxxx X.X. Xxxx
32400 Evergreen
Xxxxxxxxxx, XX 00000
/s/ LES SAFFIL
---------------------------------------
Les Saffil
0000 Xxxxxx Xxx., Xxx. 000
Xxx Xxxxxxx, XX 00000
---------------------------------------
Xxxx X. Xxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
/s/ XXXX X. XXXXX
---------------------------------------
Xxxx X. Xxxxx
00000 Xxxxxxxxxxx, #000
Xxxxxxx, XX 00000
10
/s/ SUTHIPONGSE THATPHITHAKKUL
---------------------------------------
Suthipongse Thatphithakkul
0000 Xxxxxxxxxx Xxx.
Xxxxx Xxxxxxxxx, XX 00000
/s/ SUTIN THATPHITHAKKUL
---------------------------------------
Sutin Thatphithakkul
0000 Xxxxxxxxxx Xxx.
Xxxxx Xxxxxxxxx, XX 00000
/s/ XXXX X. XXXXXXXX
---------------------------------------
Xxxx X. Xxxxxxxx
000 Xxx Xxxxxx
Xxxxxxxx, XX 00000
/s/ XXXXXXXX X. XXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxx
0 Xxxxx Xxxxxx
Xxxxxx, XX 00000
/s/ XXXXX XXXX
---------------------------------------
Xxxxx Xxxx
0000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
/s/ XXXX XXXX XXXX
---------------------------------------
Xxxx Xxxx Xxxx
0000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
