EXHIBIT 3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is dated as of April 17,
2002, between Paver Installation, L.P., a Nevada limited partnership (the
"Investor") and Paving Stone Corporation, a Nevada corporation (the "Company").
WHEREAS, the Investor has purchased four million (4,000,000)
shares of common stock, $0.00001 par value, of the Company, and one and one half
million (1,500,000) warrants to purchase shares of common stock of the Company,
$0.00001 par value (all such shares of common stock being referred to as the
"Securities") pursuant to a private offering (the "Offering") of securities
conducted under an exemption from registration requirements under Section 4(2)
of the Securities Act of 1933 (the "Securities Act") and Rule 506 promulgated
thereunder by the Securities and Exchange Commission (the "Commission" or
"SEC");
WHEREAS, the Securities are "restricted securities" under the
Securities Act and the certificates evidencing such shares bear, or when issued
upon exercise of the aforesaid warrants will bear, a restrictive legend
indicating prohibitions on the sale of the shares under the securities laws;
WHEREAS, as additional consideration, the Company has agreed
to grant the Investor the registration rights set forth herein with respect to
the Securities.
NOW, THEREFORE, the parties hereto mutually agree as follows:
Section 1. Registrable Securities. As used herein the term
"Registrable Securities" means the Securities until (i) the Registration
Statement has been declared effective by the Commission, and all Securities have
been disposed of pursuant to the Registration Statement, (ii) all Securities
have been sold under circumstances under which all of the applicable conditions
of Rule 144 promulgated by the Commission (or any similar provision then in
force) have been met, or (iii) all Securities have been otherwise transferred to
holders who may trade such Securities 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 (iv) such
time as, in the opinion of counsel to the Company delivered and addressed to the
Investor, all Securities may be sold without any time, volume or manner
limitations pursuant to Rule 144(k) (or any similar provision then in effect).
In the event of any business combination, acquisition, 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 Securities" 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 Investor acknowledges
and understands that prior to the registration of the Securities as provided
herein, the Securities are "restricted securities" as defined in Rule 144. The
Investor understands that no disposition or transfer of the
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Securities may be made by Investor in the absence of (i) an opinion of counsel
to the Investor, in form and substance reasonably satisfactory to the Company,
that such transfer may be made without registration under the Securities Act or
(ii) such effective registration.
Section 3. Registration Rights With Respect to the Securities.
(a) As soon as practicable after the date hereof, the Company
shall file a registration statement with the SEC for the
Securities, and shall use its best efforts to cause the
Commission to declare the registration statement effective as
promptly as practicable, but no later than on or before
December 31, 2002. The Company will endeavor to register all
Securities consistent with the Investor's proposed manner of
disposition of the Securities, by, at its discretion, and in
accordance with legal requirements, either conducting a shelf
registration, or maintaining the effectiveness of the
registration statement pursuant to which the Securities will
be offered, for the period necessary to permit the sale of all
of the Registrable Securities.
(b) In addition, to the extent any registration occurs prior to
the filing and effectiveness of the registration statement
provided for in Section 3(a) immediately above, if the Company
proposes for any reason to register shares of its Common Stock
under the Securities Act (other than a registration on Form
S-4 or S-8), it shall give written notice to the Investor of
its intention to so register such Common Stock at least thirty
(30) days before the initial filing of such registration
statement (a "Registration Statement"). The Investor shall be
entitled to "piggyback" registration rights on any such
registration with respect to the Registrable Securities. Upon
the written request of the Investor delivered to the Company
within twenty (20) days after delivery of any such notice by
the Company specifying the number of Registrable Securities
proposed to be included in such registration and stating that
such Investor desires to sell such Registrable Securities in
the public securities markets, the Company shall use its best
efforts to cause all such Registrable Securities to be
included in such registration on the same terms and conditions
as the securities otherwise being sold in such registration so
as to permit a public offering and resale of all such
Registrable Securities under the Securities Act by the
Investor as a selling stockholder and not as an underwriter;
provided, however, that if the managing underwriter advises
the Company and the Investor in writing that the inclusion of
all Registrable Securities proposed to be included in such
registration would interfere with the successful marketing
(including pricing) of the registered shares, then the number
of Registrable Securities and other shares of Common Stock to
be included in such registration shall be reduced, pro rata.
(c) The Investor shall have the first right to purchase newly
issued securities by the Company, subject to legal
restrictions or underwriter requirements, with piggy back
registration rights for such securities, for a period of five
(5) years following such purchase, provided the exercise of
such right would not result in a change of control of the
Company.
(d) 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
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under Section 3(a) or 3(b) 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 Investor 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 Investor and its counsel shall
have a reasonable period, not to exceed ten (10) business
days, to review the proposed Registration Statement or any
amendment thereto, prior to filing with the Commission, and
the Company shall provide the Investor with copies of any
comment letters received from the Commission with respect
thereto within two (2) business days of receipt thereof. The
Company shall use its best efforts to qualify any of the
securities for sale in such states as the Investor reasonably
designates. However, the Company shall not be required to
qualify in any state which will require an escrow or other
restriction relating to the Company and/or the sellers, or
which will require the Company to qualify to do business in
such state or require the Company to file therein any general
consent to service of process. The Company at its expense will
supply the Investor with copies of the applicable Registration
Statement and the prospectus included therein and other
related documents in such quantities as may be reasonably
requested by the Investor.
(e) The Company shall not be required by this Section 3 to include
the Investor's Registrable Securities in any Registration
Statement which is to be filed if, in the opinion of counsel
for both the Investor and the Company (or, should they not
agree, in the opinion of another counsel experienced in
securities law matters acceptable to counsel for the Investor
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.
(f) The Company shall not be precluded from including in any
registration statement which it is required to file pursuant
to this Section 3 any other securities apart from the
Registrable Securities.
Section 4. Cooperation with Company. The Investor 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 Investor and proposed manner
of sale of the Registrable Securities required to be disclosed in any
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. For purposes of this Agreement, the Investor will be
deemed to have timely supplied any information required by the Company if the
Investor supplies such information within ten (10) business days of receipt of a
written request of the Company. Nothing in this Agreement shall obligate the
Investor to consent to be named as an underwriter in any Registration Statement.
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Section 5. Registration Procedures. If and as long as the
Company is required by any of the provisions of this Agreement to effect and/or
maintain 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 Investor's assistance
and cooperation as reasonably required with respect to each Registration
Statement:
(a)(i) prepare and file with the Commission a
Registration Statement and such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary to
have the Registration Statement declared effective and to keep such Registration
Statement effective, for the period of distribution contemplated thereby, and to
comply with the provisions of the Securities Act with respect to the sale or
other disposition of all Registrable Securities covered by such Registration
Statement whenever the Investor shall desire to sell or otherwise dispose of the
same (including prospectus supplements with respect to the sales of Registrable
Securities from time to time in connection with a Registration Statement
pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all
lawful action such that each of (A) the Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading and (B) the prospectus forming part of the
Registration Statement, and any amendment or supplement thereto, does not, at
any time while the Registrable Securities are being offered, include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(b)(i) prior to the filing with the Commission of any
Registration Statement (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies thereof to the Investor and reflect in such documents all such comments
as the Investor (and its counsel) reasonably may propose respecting the "Selling
Shareholders" and "Plan of Distribution" sections (or such equivalent sections
as may be required by the applicable registration form); (ii) furnish to the
Investor such numbers of copies of a prospectus including a preliminary
prospectus or any amendment or supplement to any prospectus, as applicable, in
conformity with the requirements of the Securities Act, and such other
documents, as the Investor may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities owned by such
Investor; and (iii) provide to the Investor copies of any comments and
communications from the Commission relating to the Registration Statement, if
lawful to do so;
(c) register and qualify the Registrable Securities
covered by the Registration Statement under such other securities or Blue Sky
laws of such jurisdictions as the Investors shall reasonably request (subject to
the limitations set forth in Section 3 above), and do any and all other acts and
things which may be necessary or advisable to enable the Investor to consummate
the public sale or other disposition in such jurisdictions of the Registrable
Securities owned by the Investor;
(d) notify the Investor at any time when a prospectus
covered by the Registration Statement is required to be delivered under the
Securities Act, of the happening of
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any event of which it has knowledge as a result of which the prospectus included
in the Registration Statement, 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, or fails to comply with the requirements of
the Securities Act in any respect, and the Company shall prepare and file a
curative amendment as quickly as commercially possible and during such period,
the Investor shall not make any sales of Registrable Securities pursuant to the
Registration Statement;
(e) as promptly as practicable after becoming aware
of such event, notify the Investor (and, in the event of an underwritten
offering, the managing underwriters) of the issuance by the Commission of any
stop order or other suspension of the effectiveness of the Registration
Statement and take all lawful action to effect the withdrawal, rescission or
removal of such stop order or other suspension;
(f) cooperate with the Investor to facilitate the
timely preparation and delivery of certificates for the Registrable Securities
to be offered pursuant to the Registration Statement and enable such
certificates for the Registrable Securities to be in such denominations or
amounts, as the case may be, as the Investor reasonably may request and
registered in such names as the Investor may request; and, within five (5)
business days after a Registration Statement which includes Registrable
Securities is declared effective by the Commission, deliver and cause legal
counsel selected by the Company to deliver to the transfer agent for the
Registrable Securities (with copies to the Investor) an appropriate instruction
and, to the extent necessary, an opinion of such counsel to facilitate delivery
of such certificates;
(g) take all such other lawful actions reasonably
necessary to expedite and facilitate the disposition by the Investor of its
Registrable Securities in accordance with the intended methods therefor provided
in the prospectus which are customary for issuers to perform under the
circumstances;
(h) in the event of an underwritten offering,
promptly include or incorporate in a prospectus supplement or post-effective
amendment to the Registration Statement such information as the managers
reasonably agree should be included therein and to which the Company does not
reasonably object and make all required filings of such prospectus supplement or
post-effective amendment as soon as practicable after it is notified of the
matters to be included or incorporated in such Prospectus supplement or
post-effective amendment; and
(i) maintain a transfer agent and registrar for its
Common Stock.
Section 6. Indemnification.
(a) To the maximum extent permitted by law, the
Company agrees to indemnify and hold harmless the Investor, each of the
Investor's officers, directors, employees, agents and attorneys, and each
person, if any, who controls the Investor within the meaning of the Securities
Act (each a "Distributing Investor") 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 and
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expenses), to which the Distributing Investor, or any such other aforementioned
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 any Registration Statement, or any related
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, claim, damage or liability arises out of or is based
(i) upon the wrongful actions of the Investor; (ii) any market loss or pricing
of the Securities upon sale; or (ii) upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus or amendment or supplement thereto in
reliance upon, and in conformity with, written information furnished to the
Company by the Distributing Investor, its counsel or affiliates, specifically
for use in the preparation thereof or (ii) by the Investor's failure to deliver
to the purchaser a copy of the most recent prospectus (including any amendments
or supplements thereto).
(b) To the maximum extent permitted by law, the
Distributing Investor agrees that it will indemnify and hold harmless the
Company, and each officer and 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 and expenses) 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 any Registration Statement, or any related 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 such Registration Statement, prospectus
or amendment or supplement thereto in reliance upon, and in conformity with,
written information furnished to the Company by such Distributing Investor, its
counsel or affiliates, specifically for use in the preparation thereof. This
indemnity agreement will be in addition to any liability, which the Distributing
Investor may otherwise have.
(c) Promptly after receipt by an indemnified party
under this Section 6 of notice of the commencement of any action against such
indemnified party, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve the indemnifying party from
any liability which it may have to any indemnified party except to the extent
the failure of the indemnified party to provide such written notification
actually prejudices the ability of the indemnifying party to defend such action.
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate in, and, to the extent that it may wish,
jointly
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with any other indemnifying party similarly notified, assume the defense
thereof, subject to the provisions herein stated and 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 parties as a group
shall have the right to employ one separate counsel in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel
shall not be at the expense of the indemnifying party if the indemnifying party
has assumed the defense of the action with counsel reasonably satisfactory to
the indemnified party unless (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 shall
have been advised by its counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal
defenses which may be available to the indemnified party or any other
indemnified party (in which case the indemnifying party shall not have the right
to assume the defense of such action on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall, in connection with
any one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable only for the reasonable fees and expenses of one
separate firm of attorneys for the indemnified party, which firm shall be
designated in writing by the indemnified party). No settlement of any action
against an indemnified party shall be made without the prior written consent of
the indemnified party, which consent shall not be unreasonably withheld so long
as such settlement includes a full release of claims against the indemnified
party.
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) business 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 it 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 Distributing Investor 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
and expenses), in either such case (after contribution from others) on the basis
of relative fault as well as any other relevant equitable
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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 Distributing Investor
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 Distributing Investor 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.
Notwithstanding any other provision of this Section 7, in no event shall the
Investor be required to undertake liability to any person under this Section 7
for any amounts in excess of the dollar amount of the proceeds received by such
Investor from the sale of such Investor's Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) pursuant to
any Registration Statement under which such Registrable Securities are
registered under the Securities Act.
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 (i) hand delivered,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by facsimile, addressed to such address as such
party shall have specified most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the first business day
following the date of sending by reputable courier service, fully prepaid,
addressed to such address, or (c) upon actual receipt of such mailing, if
mailed. Either party hereto may from time to time change its address or
facsimile number for notices under this Section 8 by giving at least ten (10)
days' prior written notice of such changed address or facsimile number to the
other party hereto.
If to the Company:
Xxxxxxx X. Xxxxxxx
Paving Stone Corporation
0000 X.X. 00xx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
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with a copy to:
Xxxxxxxx X. Xxxxxxx, Esq.
Law Offices of Xxxxxxxx X. Xxxxxxx, P.C.
000-00 Xxxxx Xxxxxxx Xxxxxxx, #0X
Xxxxxxxxx, Xxx Xxxx 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
If to the Investor:
Xxxxx X. Xxxxxxxx
Paver Installation, L.P.
Xxxxx 000
0000 XXX Xxxxxxx
Xxxxxx, Xxxxx 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
with a copy to:
Xxxxxx Xxxx, Esq.
Xxxxxx Xxxxxx, P.C.
Suite 1700 Renaissance Tower
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
Section 9. Assignment. This Agreement is binding upon and
inures to the benefit of the parties hereto and their respective heirs,
successors and permitted assigns. The rights granted the Investor under this
Agreement may be assigned to any purchaser of substantially all of the
Registrable Securities (or the warrants with respect thereto) from Investor;
provided, however, that such purchaser or transferee shall, as a condition to
the effectiveness of such assignment, be required to execute a counterpart to
this Agreement agreeing to be treated as Investor whereupon such purchaser or
transferee shall have the benefits of, and shall be subject to the restrictions
contained in, this Agreement as if such purchaser or transferee was originally
included in the definition of an Investor herein and had originally been a party
hereto.
Section 10. Counterparts/Facsimile. This 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 parties. In lieu of
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the original, a facsimile transmission or copy of the original shall be as
effective and enforceable as the original.
Section 11. Remedies. 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.
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 holder of Registrable Securities in this
Agreement or otherwise prevents the Company from complying with all of its
obligations hereunder. Notwithstanding the foregoing, the parties hereto
acknowledge that the Investor may enter into agreements with the Company under
which it agrees not to sell certain of its shares of Common Stock for certain
periods of time. The parties agree that such agreements shall supercede this
Agreement, and under no circumstances shall the Company be obligated to file a
Registration Statement pursuant to this Agreement with respect to any shares
which the Investor is prohibited from selling under any other agreement with the
Company.
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, Arbitration. This Agreement shall
be governed by and construed in accordance with the laws of the State of Texas
applicable to contracts made in Texas by persons domiciled in Texas and without
regard to its principles of conflicts of laws. Any dispute under this Agreement
shall be submitted to arbitration under the rules of the American Arbitration
Association (the "AAA") in Dallas, Texas, and shall be finally and conclusively
determined by the decision of a board of arbitration consisting of three (3)
members (hereinafter referred to as the "Board of Arbitration") selected as
according to the rules governing the AAA. The Board of Arbitration shall meet on
consecutive business days in Dallas, Texas, and shall reach and render a
decision in writing (concurred in by a majority of the members of the Board of
Arbitration) with respect to the amount, if any, which the losing party is
required to pay to the other party in respect of a claim filed. In connection
with rendering its decisions, the Board of Arbitration shall adopt and follow
the laws of the State of Texas. To the extent practical, decisions of the Board
of Arbitration shall be rendered no more than thirty (30) calendar days
following commencement of proceedings with respect thereto. The Board of
Arbitration shall cause its written decision to be delivered to all parties
involved in the dispute. Any decision made by the Board of Arbitration (either
prior to or after the expiration of such thirty (30) calendar day period) shall
be final, binding and conclusive on the parties to the dispute, and entitled to
be enforced to the fullest extent permitted by law and entered in any court of
competent jurisdiction. The Board of Arbitration shall be authorized and is
hereby directed to enter a default judgment against any party failing to
participate in any proceeding hereunder within the time periods set forth in the
AAA rules. The non-prevailing
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party to any arbitration (as determined by the Board of Arbitration) shall pay
the expenses of the prevailing party, including reasonable attorneys' fees, in
connection with such arbitration. Any party shall be entitled to obtain
injunctive relief from a court in any case where such relief is available, and
the non-prevailing party in any such injunctive proceeding shall pay the
expenses of the prevailing party, including reasonable attorneys' fees, in
connection with such injunctive proceeding.
IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed, on this 17th day of April,
2002.
PAVING STONE CORPORATION., a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Paving Stone Corporation
on its behalf by: Xxxxxxx X. Xxxxxxx,
its Chairman and Chief Executive Officer
INVESTOR:
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------------
Paver Installation, L.P.
by: Paver Installation General, Inc.,
its general partner
by: Xxxxx X. Xxxxxxxx on behalf of
Paver Installation, L.P.
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