EXHIBIT 4.2
INVESTOR RIGHTS AGREEMENT
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This Investor Rights Agreement is made as of January 1, 2002 (the
"Effective Date") between SVI Solutions, Inc., a Delaware corporation (the
"Company"), and Softline Limited, a South African company ("Holder"), with
reference to the following facts:
WHEREAS, The Company and Holder are parties to the Purchase and
Exchange Agreement of even date hereof (the "Purchase Agreement") pursuant to
which Holder is acquiring shares of convertible Series A Preferred Stock (as
defined in the Purchase Agreement); and
WHEREAS, the Purchase Agreement contemplates that this Agreement be
executed to govern the rights of the parties with respect to the shares of
Common Stock issuable upon the conversion of the Series A Preferred Stock.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein and for other consideration, the parties agree as follows:
1. REGISTRATION RIGHTS. The Company covenants and agrees as follows:
1.1. DEFINITIONS. For purposes of this Section 1:
(a) "FORM S-3" means such form under the 1933 Act as
in effect on the date hereof or any registration form under the 1933 Act
subsequently adopted by the SEC that permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.
(b) "HOLDER" means Softline Limited, a South African
corporation.
(c) "1933 ACT" means the Securities Act of 1933, as
amended.
(d) "1934 ACT" means the Securities Exchange Act of
1934, as amended.
(e) "REGISTER", "REGISTERED", and "REGISTRATION"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the 1933 Act, and the
declaration or ordering of effectiveness of such registration statement or
document.
(f) "REGISTRABLE SECURITIES" means the shares of the
Company's Common Stock issued or issuable upon the conversion of the Series A
Preferred Stock held by Holder.
(g) The number of shares of "Registrable Securities"
outstanding shall be determined by the number of shares of Common Stock
outstanding which have been issued, and the number of shares of Common Stock
issuable, upon the conversion of the Series A Preferred Stock,
(h) "SEC" means the Securities and Exchange
Commission.
(i) Any other capitalized term not defined herein
shall have the meaning set forth in the Purchase Agreement.
1.2. COMPANY REGISTRATION.
(a) If (but without any obligation to do so) the
Company proposes to register any of its stock (including a registration effected
by the Company for stockholders other than Holder) or other securities under the
1933 Act in connection with the public offering of such securities solely for
cash (other than a registration relating solely to the sale of securities to
participants in a Company benefit plan, a registration relating solely to a
Commission Rule 145 transaction, a registration on any form which does not
include substantially the same information as would be required to be included
in a registration statement covering the sale of Registrable Securities such as
a Form S-4 registration, or a registration in which only Common Stock being
registered is Common Stock issuable upon the conversion of debt securities which
are also being registered), the Company shall, at such time, promptly give each
Holder notice of such registration. On the request of Holder given within thirty
(30) days after such notice by the Company, the Company shall, subject to the
provisions of Section 1.2(c) below, cause to be registered under the 1933 Act
all of the Registrable Securities that Holder has requested to be registered.
(b) The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 1.2 prior to the
effectiveness of such registration, whether or not Holder shall have elected to
include securities in such registration. The expenses of such withdrawn
registration shall be borne by the Company in accordance with Section 1.6
hereof.
(c) In connection with any offering involving an
underwriting of shares of the Company's capital stock, the Company shall not be
required under this Section 1.2 to include Holder's securities in such
underwriting, unless Holder accepts the terms of the underwriting as agreed
between the Company and the underwriters selected by it (or by other persons
entitled to select the underwriters) and enters into an underwriting agreement
in customary form with the underwriter or underwriters selected by the Company,
and then only in such quantity as the underwriters determine in their sole
discretion will not jeopardize the success of the offering by the Company. If
the total amount of securities, including Registrable Securities, requested by
Holder to be included in such offering exceeds the amount of securities sold
other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such
Registrable Securities that the underwriters determine in their sole discretion
will not jeopardize the success of the offering.
1.3. FORM S-3 REGISTRATION. If the Company receives from
Holder a request that the Company effect a registration on Form S-3 and any
related blue sky or similar qualification or compliance with respect to at least
25% (or a lesser percentage if the requirements of Section 1.3(b)(i) are met) of
the Registrable Securities owned by Holder, the Company shall:
(a) cause, as soon as practicable, such Registrable
Securities to be registered for offering and sale on Form S-3 and cause such
Registrable Securities to be qualified in such jurisdictions as Holder may
reasonable request; provided that the Company shall not be obligated to effect
any such registration, qualification or compliance, pursuant to this Section
1.3:
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(i) if Holder proposes to sell Registrable
Securities and such other securities (if any) at an aggregate price to the
public of less than $5,000,000;
(ii) if the Company has, within the twelve
month period preceding the date of such request, already effected two
registrations on Form S-3 for Holder pursuant to this Section 1.3;
(iii) if the Company shall furnish to Holder
a certificate signed by the Chief Executive Officer of the Company stating that
in the good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for such Form S-3
Registration to be effected at such time, in which event the Company shall have
the right to defer the filing of the Form S-3 registration statement for a
period of not more than ninety (90) days after receipt of the request of Holder
under this Section 1.3; provided that the Company shall not utilize this right
more than once in any twelve month period; provided, further, that the Company
shall not register shares for its own account during such ninety (90) day
period, but such prohibition shall not apply to the registration of Company
shares in connection with (x) a merger or (y) registration of shares relating to
a stock option, stock purchase or similar plan; or
(iv) in any particular jurisdiction in which
the Company would be required to qualify to do business or to execute a general
consent to service of process in effecting such registration, qualification or
compliance.
(b) Subject to the foregoing, the Company shall file
a registration statement covering the Registrable Securities and other
securities so requested to be registered as soon as practicable after receipt of
the request of Holder.
1.4. OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use best efforts to
cause such registration statement to become effective, and keep such
registration statement effective for a period of up to 120 days; provided that
(i) such 120-day period shall be extended for a period of time equal to the
period Holder refrains from selling any securities included in such registration
at the request of an underwriter of Common Stock (or other securities) of the
Company; and (ii) in the case of any registration of Registrable Securities on
Form S-3 (or any other Form, to the extent permitted by law) that are intended
to be offered on a continuous or delayed basis, such 120-day period shall be
extended, if necessary, to keep the Registration Statement effective until all
such Registrable Securities are sold, provided that Rule 415, or any successor
rule under the Act, permits an offering on a continued or delayed basis, and
provided further that applicable rules under the Act governing the obligation to
file a post-effective amendment permit, in lieu of filing a post-effective
amendment which (I) includes any prospectus required under Section 10(a)(3) of
the Act or (II) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in the
preceding sections (I) and (II) to be contained in periodic reports filed
pursuant to Section 13 or 15(d) of the 1934 Act in the registration statement;
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(b) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the 1933 Act
with respect to the disposition of all securities covered by such registration
statement during the period of time such registration statement remains
effective;
(c) furnish to Holder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may reasonably
request to facilitate the disposition of Registrable Securities owned by it;
(d) use best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by Holder;
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions;
(e) in the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering;
(f) during the period of time such registration
statement remains effective, notify Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the 1933 Act or the happening of any event as a
result of which the prospectus included in such 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;
(g) cause all such Registrable Securities registered
hereunder to be listed on each securities exchange on which securities of the
same class issued by the Company are then listed;
(h) provide a transfer agent and registrar for all
Registrable Securities registered hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration; and
(i) furnish, at the request of Holder, on the date
that such Registrable Securities are delivered to the underwriters for sale in
connection with a registration pursuant to this Section 1, if such securities
are being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to Holder, and (ii) a
"comfort" letter signed by the independent public accountants who have certified
the Company's financial statements included in the registration statement,
covering substantially the same matters with respect to the registration
statement (and the prospectus included therein) and with respect to events
subsequent to the date of the financial statements, as are customarily covered
in accountants' letters delivered to the underwriters in underwritten public
offerings of securities addressed to the underwriters, if any, and to Holder.
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1.5. INFORMATION FROM HOLDER. It shall be a condition
precedent to the obligations of the Company to take any action pursuant to this
Section 1 with respect to the Registrable Securities of Holder that Holder shall
furnish to the Company such information regarding Holder, the Registrable
Securities held by Holder, and the intended method of disposition of such
securities as shall be required to effect the registration of such Registrable
Securities.
1.6. EXPENSES OF REGISTRATION. All expenses (other than
underwriting discounts and commissions attributable to the Registrable
Securities) incurred in connection with registrations, filings or qualifications
pursuant to this Section 1, including (without limitation) all registration,
filing and qualification fees, printing fees and expenses, accounting fees and
expenses, fees and disbursements of counsel for the Company, shall be borne by
the Company. Notwithstanding the foregoing, the Company shall not be required to
pay for any expenses of any registration proceeding begun pursuant to Section
1.3 if the registration request is subsequently withdrawn at the request of
Holder; provided that, if at the time of such withdrawal, Holder shall have
learned of a material adverse change in the condition, business, or prospects of
the Company from that known to Holder at the time of its request and shall have
withdrawn the request with reasonable promptness following disclosure by the
Company of such material adverse change, then Holder shall not be required to
pay any of such expenses and shall retain its rights pursuant to Section 1.3.
1.7. INDEMNIFICATION. If any Registrable Securities are
included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless Holder, the partners or officers, directors and
stockholders of Holder, legal counsel and accountants for Holder, any
underwriter (as defined in the 0000 Xxx) for Holder and each person, if any, who
controls Holder or underwriter within the meaning of the 1933 Act or the 1934
Act, against any losses, claims, damages or liabilities (joint or several) to
which they may become subject under the 1933 Act, the 1934 Act or any other
federal or state securities law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based on any of
the following statements, omissions or violations (collectively a "Violation"):
(i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
(ii) 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, or (iii) any violation or alleged violation by the Company of the
1933 Act, the 1934 Act, any state securities law or any rule or regulation
promulgated under the 1933 Act, the 1934 Act or any state securities law; and
the Company will reimburse Holder, underwriter or controlling person for any
legal or other expenses incurred, as incurred, in connection with investigating
or defending any such loss, claim, damage, liability or action; provided that
the indemnity agreement in this Section 1.7(a) shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld or delayed), nor shall the Company be liable in any
such case for any such loss, claim, damage, liability or action to the extent
that it arises out of or is based on a Violation that occurs in reliance on and
in conformity with written information furnished expressly for use in connection
with such registration by Holder, underwriter or controlling person.
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(b) To the extent permitted by law, Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who shall have signed the registration statement, each person, if any,
who controls the Company within the meaning of the 1933 Act, legal counsel and
accountants for the Company, any underwriter, any other person selling
securities in such registration statement and any controlling person of any such
underwriter or other seller, against any losses, claims, damages or liabilities
to which any of the foregoing persons may become subject, under the 1933 Act,
the 1934 Act or any other federal or state securities law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based on any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance on and in conformity with written
information furnished by Holder expressly for use in connection with such
registration; and Holder will reimburse any person intended to be indemnified
pursuant to this Section 1.7(b), for any legal or other expenses reasonably
incurred, as incurred, by such person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided that the
indemnity agreement in this Section 1.7(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Holder (which consent shall not be
unreasonably withheld or delayed).
(c) Promptly after receipt by an indemnified party
under this Section 1.7 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.7,
deliver to the indemnifying party notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
that the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided that an indemnified party (together with
all other indemnified parties that may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to notify the indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 1.7, but the omission so to notify the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.7.
(d) If the indemnification provided in this Section
1.7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense
referred to herein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that shall have resulted in such
loss, liability, claim, damage or expense, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
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(e) Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(f) The obligations of the Company and Holder under
this Section 1.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.
1.8. REPORTS UNDER 1934 ACT. With a view to making available
to Holder the benefits of Rule 144 promulgated under the 1933 Act and any other
rule or regulation of the SEC that may at any time permit Holder to sell
securities of the Company to the public without registration or pursuant to a
registration statement (including, without limitation, Form S-3), the Company
agrees to:
(a) make and keep public information available, as
those terms are used in SEC Rule 144, at all times;
(b) take such action as is necessary to enable Holder
to utilize Form S-3 for the sale of its Registrable Securities;
(c) file with the SEC in a timely manner all reports
and other documents required of the Company under the 1933 Act and the 1934 Act;
and
(d) furnish to Holder, so long as Holder owns any
Registrable Securities, forthwith on request, (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144,
the 1933 Act and the 1934 Act, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company, and (iii) such other information as may be reasonably
requested in availing Holder of any rule or regulation of the SEC that permits
the selling of any such securities without registration or pursuant to such
form.
1.9. NO ASSIGNMENT OF REGISTRATION RIGHTS. The rights of
Holder to cause the Company to register Registrable Securities pursuant to this
Section 1 may not be assigned to any person or entity.
1.10. TERMINATION OF REGISTRATION RIGHTS. Holder shall not be
entitled to exercise any right provided in this Section 1 with respect to a
Registrable Security (i) after the date on which that Registrable Security has
been sold under a registration statement filed in accordance with this Agreement
or (ii) if all Registrable Securities held by Holder (and any affiliate of
Holder with whom Holder must aggregate its sales under Rule 144) can be sold in
any three-month period without volume limitation and without registration in
compliance with Rule 144 under the 1933 Act.
2. COVENANTS.
2.1. CONFIDENTIAL INFORMATION. Holder covenants with the
Company that it confirms, acknowledges, and covenants that any information which
is furnished to it by the Company: (a) with respect to the Company pursuant to
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this Agreement or with respect to the transactions described herein or in the
Purchase Agreement and (b) the terms of this Agreement and the Purchase
Agreement, is and shall be confidential and for Holder's use only, and Holder
will not use such information in violation of the securities laws, or any other
laws, or reproduce, disclose or disseminate such information to any other person
(other than Holder's employees, directors or agents having a need to know the
contents of such information and Holder's attorneys), except in connection with
the exercise of rights under this Agreement, unless: (i) the Company has made
such information available to the public generally, (ii) such information has
otherwise been made generally or publicly available, except by Holder in breach
of its confidentiality obligations to the Company, or (iii) Holder is required
to disclose such information by a governmental body or pursuant to legal
process, in which case Holder shall provide at least five (5) days' prior notice
of such proposed disclosure or such lesser notice as Holder shall have received.
2.2. PRIVATE SALE OF SECURITIES. Subject to any transfer
restrictions set forth in this Agreement, in the Purchase Agreement or under
federal and state securities laws, Holder may sell or transfer any or all of its
shares any Registrable Securities to any third party in a private sale if: (a)
in the opinion of Company's counsel, such sale is exempt from registration or
qualification under the federal and securities laws, or (b) the securities
proposed to be sold are registered and/or qualified with the SEC and or under
Blue Sky laws of the appropriate jurisdictions; provided, however, that in each
instance a proposed sale shall be subject to a right of first refusal granted by
Holder to the Company in accordance with Section 2.3 below.
2.3. RIGHT OF FIRST REFUSAL. Holder hereby grants to the
Company the right of first refusal to purchase the Registrable Securities which
Holder may, from time to time, propose to sell and issue, subject to the
following provisions:
(a) In the event Holder proposes to undertake a sale
of Registrable Securities, it shall give the Company written notice of its
intention, their price and the general terms upon which Holder proposes to issue
the same. The Company shall have twenty (20) days after any such notice is
effective to agree to purchase all of the Registrable Securities proposed to be
sold for the price and upon the terms specified in the notice by giving written
notice to Holder.
(b) In the event the Company fail to exercise fully
the right of first refusal within said twenty (20)-day period, Holder shall have
thirty (30) days thereafter to sell or enter into an agreement (pursuant to
which the sale of the Registrable Securities covered thereby shall be closed, if
at all, within twenty (20) days from the date of said agreement) to sell the
Registrable Securities respecting which the Company's right of first refusal
option set forth in this Section 2.3 was not exercised, at a price and upon
terms no more favorable to the purchaser(s) thereof than specified in Holder's
notice to Company pursuant to Section 2.3(a). In the event the Holder has not
sold within said 30-day period or entered into an agreement to sell the
Registrable Securities within said 30-day period (or sold and issued Registrable
Securities in accordance with the foregoing within twenty (20) days from the
date of said agreement), Holder may not thereafter issue or sell any Registrable
Securities, without first again offering such securities to the Company in the
manner provided in Section 2.3(a) above.
2.4. RESERVE FOR CONVERSION SHARES. The Company shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock such number of shares of Common Stock as shall be sufficient to
enable it to issue the shares of Common Stock issuable upon the conversion of
the Series A Preferred Stock.
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3. MISCELLANEOUS.
3.1. SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement shall inure to the benefit of and bind the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer on any party other than the parties hereto any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
3.2. GOVERNING LAW. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of Delaware,
without giving effect to its conflicts of law principles. All disputes between
the parties hereto, whether sounding in contract, tort, equity or otherwise,
shall be resolved only by state and federal courts located in Wilmington,
Delaware. All parties hereto waive any objections to the location of the above
referenced courts, including but not limited to any objection based on lack of
jurisdiction, improper venue or forum non conveniens. Each party authorizes and
accepts service of process sufficient for personal jurisdiction in any action
against it as contemplated by this paragraph by registered or certified mail,
return receipt requested, postage prepaid, to its address for the giving of
notices set forth in this Agreement.
3.3. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
3.4. HEADINGS. The headings of sections and subsections in
this Agreement are used for convenience of reference only and are not to be
considered in construing or interpreting this Agreement.
3.5. NOTICES. Any request, consent, notice or other
communication required or permitted under this Agreement shall be in writing and
shall be deemed duly given and received when delivered personally or transmitted
by facsimile, one business day after being deposited for next-day delivery with
a nationally recognized overnight delivery service, or three days after being
deposited as first class mail with the United States Postal Service, all charges
or postage prepaid, and properly addressed to the party to receive the same at
the address indicated for such party on the applicable signature page hereof, or
at such other address as such party may designate by ten days' advance notice to
the other parties.
3.6. EXPENSES. If any action at law or in equity is necessary
to enforce or interpret any of the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.
3.7. ENTIRE AGREEMENT: AMENDMENTS AND WAIVERS. This Agreement
constitutes the full and entire understanding and agreement among the parties
with regard to the subjects hereof and thereof. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only with the consent of the Company and Holder.
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3.8. SEVERABILITY. If any provision of this Agreement is held
by a court of competent jurisdiction to be unenforceable under applicable law,
such provision shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.
[Signatures appear on the following page]
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IN WITNESS WHEREOF, this Investors' Rights Agreement has been duly
executed by or on behalf of the parties hereto as of the date first above
written.
"COMPANY"
SVI SOLUTIONS, INC.
By:/s/ Xxxxx Xxxxxxxxx
------------------------------------
Xxxxx Xxxxxxxxx, President and Chief
Executive Officer
0000 Xxxxxx Xxx
Xxxxxxxx, XX 00000
Ph: (760) 496-0280
Fax: (000) 000-0000
with a copy to:
Xxxxxxx Xxxx Seidenwurm & Xxxxx
000 X Xxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Attn: Xxxxxx Xxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
"HOLDER"
SOFTLINE LIMITED,
a South African company
By:/s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: CFO
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