EXHIBIT 10.81
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 23,, 2006,
between Xxxxx X. Xxx, a Louisiana resident (the "Investor"), and Sedona
Corporation, a Pennsylvania corporation (the "Company").
WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Investor has agreed to consolidate and extend certain outstanding
convertible promissory notes into a single secured convertible promissory note
in the principal sum of Two Million Six Hundred Ninety One Thousand Two Hundred
Sixty Three and 36/100 Dollars ($2,691,263.36) (the "Convertible Note"); and
WHEREAS, the Company desires to grant to the Investor the registration
rights set forth herein with respect to the shares of the Company's common
stock, par value $0.001 per share (the "Common Stock"), that he may acquire upon
the conversion of the Convertible Note (such shares hereinafter referred to as
the "Stock" or "Securities" of the Company); and,
WHEREAS, terms not defined herein shall have the meanings ascribed to
them in the Convertible Note.
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 (as defined in Section 3(a) hereof) under the Securities Act of 1933,
as amended (the "Securities Act") has been declared effective by the Securities
and Exchange Commission (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 (or any similar provision then in force) under the Securities Act
("Rule 144") are met; (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, 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. 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 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 promulgated
under the Securities Act. The Investor understands that no disposition or
transfer of the Securities may be made by the Investor in the absence of (i) an
opinion of counsel, 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 Investor the benefits of Rule
144 under the Securities Act or any other similar rule or regulation of the SEC
that may at any time permit the Investor to sell securities of the Company to
the public without registration, the Company agrees to:
(a) comply with the provisions of paragraph (c)(1) of Rule 144;
and
(b) file with the SEC in a timely manner all reports and other
documents required to be filed with the SEC pursuant to Section 13 or 15(d)
under the Exchange Act by companies subject to either of such sections,
irrespective of whether the Company is then subject to such reporting
requirements.
Section 3. REGISTRATION RIGHTS WITH RESPECT TO THE SECURITIES.
(a) The Company will use its best efforts to effectuate a
registration statement (on Form S-3, or other appropriate registration statement
form) 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 the Investor, so as to permit a public offering and resale of the Securities
under the Act by the Investor as selling stockholder and not as an underwriter.
(b) If and whenever a Registration Statement has been declared
effective, the Company will use its best efforts to maintain the Registration
Statement filed under this Section 3 effective under the Securities Act until
the earlier of (i) the date that none of the Securities covered by such
Registration Statement are or may become issued and outstanding;(ii) the date
that all of the Securities have been sold pursuant to such Registration
Statement; (iii) the date the Company receives an opinion of counsel that the
Securities may be sold under the provisions of Rule 144 without limitation as to
volume; (iv) 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; (v) 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 in the opinion of
counsel to the Company, or (vi) two (2) years from the Effective Date (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 attorney's fees
of the Company), shall be borne by the Company. The Investor shall bear his own
costs of underwriting and/or brokerage discounts, fees and commissions, if any,
applicable to the Securities being registered and the fees and expenses of his
counsel. The Investor and his counsel shall have a reasonable period, not to
exceed five (5) business days, to review the proposed Registration Statement or
any amendment thereto, including a copy of the Company's proposed response to
any staff comments, prior to filing with the SEC, and the Company shall provide
the Investor with copies of any comment letters received from the SEC with
respect thereto within two (2) business days of receipt thereof and shall
communicate any oral advice from the SEC as to whether or not the Registration
Statement will be reviewed, and if so, how extensively. The Company shall
qualify any of the Securities for sale in such states as any Investor reasonably
designates and shall furnish indemnification in the manner provided in Section 6
hereof. However, the Company shall not be required to qualify in any state which
will require an escrow or other
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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.
(d) The Company shall not be required by this Section 3 to
include the Investor's Securities in any Registration Statement which is to be
filed if, in the opinion of 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.
(e) No provision contained herein shall preclude the Company from
selling securities pursuant to any Registration Statement in which it is
required to include Securities pursuant to this Section 3.
(f) If at any time or from time to time after the effective date
of any Registration Statement, the Company notifies the Investor in writing of
the existence of a Potential Material Event (as defined in Section 3(h) below),
the Investor shall not offer or sell any Securities or engage in any other
transaction involving or relating to Securities, from the time of the giving of
notice with respect to a Potential Material Event until the Investor receive
written notice from the Company that such Potential Material Event either has
been disclosed to the public or no longer constitutes a Potential Material
Event; provided, however, that the Company may not so suspend such right to
offer or sell any Securities for more than ninety (90) days in the aggregate
during any twelve month period during the period the Registration Statement is
required to be in effect. If a Potential Material Event shall occur prior to the
date a Registration Statement is required to be filed, then the Company's
obligation to file such Registration Statement shall be delayed for not more
than ninety (90) days.
(g) "Potential Material Event" means any of the following: (i)
the possession by the Company of material information not ripe for disclosure in
a registration statement, if determined in good faith by the Chief Executive
Officer or the Board of Directors of the Company; or (ii) any material
engagement 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
applicable Registration Statement would be materially misleading absent the
inclusion of such information.
(h) In connection with any offering under this Section 3
involving an underwriting, the Company shall not be required to include any
Registrable Securities in such underwriting unless the Investor accepts the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by it. If, in the opinion of the managing underwriter, the
registration of all, or part of, the Registrable Securities that the Investor
has requested to be included would materially and adversely affect such public
offering, then the Company shall be required to include in the underwriting only
that number of Registrable Securities, if any, that the managing
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underwriter in good faith believes may be sold without causing such adverse
effect. If the number of Registrable Securities to be included in the
underwriting in accordance with the foregoing is less than the total number of
shares that the Investor has requested to be included, the Investor shall
participate in the underwriting pro rata based upon his total ownership of
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 himself 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 his 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. Nothing in this
Agreement shall obligate the Investor to consent to be named as an underwriter
in any Registration Statement. The obligation of the Company to register the
Registrable Securities shall be absolute and unconditional as to those
Securities which the SEC will permit to be registered without naming the
Investor as an underwriter.
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
but shall not exceed 120 days, subject to the Investor's assistance and
cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the SEC such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all 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 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 during
the Registration Period 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 SEC 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 as required by Section 3(c) and reflect in such documents all
such comments as the Investor (and his/her respective counsel) reasonably may
propose respecting the Selling Shareholder and Plan of Distribution sections (or
equivalents) and (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
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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 securities owned by the Investor;
(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 Investor shall reasonably request (subject to the
limitations set forth in Section 3(c) 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 jurisdiction of the securities
owned by the Investor;
(d) list such Registrable Securities on the principal market in
which the Company's securities of the same class are then trading, if the
listing of such Registrable Securities is then permitted and required under the
rules of such principal market;
(e) notify the Investor at any time when a prospectus relating
thereto covered by the Registration Statement 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 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, and the
Company shall prepare and file a curative amendment under Section 5(a) as
quickly as commercially possible;
(f) as promptly as practicable after becoming aware of such
event, notify the Investor who holds Registrable Securities being sold (or, in
the event of an underwritten offering, the managing underwriters) of the
issuance by the SEC of any stop order or other suspension of the effectiveness
of the Registration Statement at the earliest possible time and take all lawful
action to effect the withdrawal, recession or removal of such stop order or
other suspension;
(g) 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 three (3) 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;
(h) take all such other lawful actions reasonably necessary to
expedite and facilitate the disposition by the Investor of his/her Registrable
Securities in accordance with the intended methods therefore provided in the
prospectus which are customary for issuers to perform under the circumstances;
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(i) 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
(j) 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 underwriter of such Investor's
Registrable Shares and each person, if any, who controls the Investor or an
underwriter 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 expenses), to which the Distributing Investor 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 final 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, and
only to the extent, that any such loss, 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 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, affiliates or any underwriter, specifically
for use in the preparation thereof.
(b) To the maximum extent permitted by law, the Investor, agrees
that he will indemnify and hold harmless the Company, each officer and director
of the Company, each underwriter and each person, if any, who controls the
Company or any such underwriter 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, any such underwriter or any such officer, director or
controlling person of the Company or any such underwriter 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 final 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, final
prospectus or amendment or supplement thereto in reliance upon, and in
conformity with, written information furnished to the Company by such Investor,
its counsel or
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affiliates, specifically for use in the preparation thereof. Notwithstanding
anything to the contrary contained herein, each Investor shall not be liable
under this Section 6(b) for any amount that exceeds the gross proceeds to such
Investor as a result of the sale of Registrable Securities pursuant to the
Registration Statement. This indemnity agreement will be in addition to any
liability which the Investor may otherwise have and is not a limitation on any
other indemnity obligation of the Investor to the Company.
(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 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 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, and no indemnified party shall consent to entry of any judgment or settle
any claim or litigation without the prior written consent of the indemnifying
party.
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
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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
applicable 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 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 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 gross proceeds
received by such Investor from the sale of such Investor's Registrable
Securities 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 as set forth below or to
such other 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. The addresses for such communications shall
be:
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If to the Company: Sedona Corporation
0000 X. Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxx xx Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: 000-000-0000
with a copy to (shall not constitute notice) Xxxxxxx Xxxxxxxxxx LLP
000 Xxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxx Xxxxxxx, Esq.
if to the Investor: As set forth on the signature pages hereto.
Either party hereto may from time to time change its address or facsimile
number for notices under this Section 8 by giving written notice of such changed
address or facsimile number to the other party hereto as provided in this
Section 8.
Section 9. AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended and the Company may take
action herein prohibited, or omit to perform any act herein required to be
performed by it, if, but only if, the Company has obtained the written consent
of holders of at least a majority of the Registrable Securities then in
existence.
Section 10. 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.
Section 11. ADDITIONAL COVENANTS OF THE COMPANY. The Company agrees
that at such time as it otherwise meets the requirements for the use of
Securities Act Registration Statement on Form S-3 for the purpose of registering
the Registrable Securities, it shall file all reports and information required
to be filed by it with the SEC in a timely manner and take all such other action
so as to maintain such eligibility for the use of such form.
Section 12. REGISTRATION OF COMMON STOCK. The registration rights
contained herein apply only to the Company's Common Stock,
Section 13. 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 the original, a facsimile
transmission or copy of the original shall be as effective and enforceable as
the original.
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Section 14. REMEDIES; 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.
Section 15. 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 16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Louisiana without regard
to the choice of law or conflicts of law provisions thereof. Each of the parties
hereto hereby irrevocably and unconditionally consents to submit to the
non-exclusive jurisdiction of the courts of the State of Louisiana and of the
United States of America, located in the State of Louisiana, for any action,
proceeding or investigation in any court or before any governmental authority
("Litigation") arising out of or relating to this Agreement and the transactions
contemplated hereby, and further agrees that service of any process, summons,
notice or document by U.S. registered mail to its respective address set forth
herein shall be effective service of process for any Litigation brought against
it in any such court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any Litigation
arising out of this Agreement or the transaction contemplated hereby in the
courts of the State of Louisiana or the United States of America, located in the
State of Louisiana, and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such Litigation
brought in any such court has been brought in an inconvenient forum.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on the day and year first above written.
SEDONA CORPORATION
By:
------------------------------------
Xxxxx X. Xxxxxx
President and Chief Executive Officer
THE INVESTOR
----------------------------------------
Xxxxx X. Xxx
00000 Xxxxxxx Xxxxxx, Xxxxx X-0 Xxxxx
Xxxxx, Xxxxxxxxx 00000
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