REGISTRATION RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT ("Agreement") made as of this
27th
day of July, 2010, by and among The Xxxxxxxx Group Two, Inc., a Nevada
corporation (the "Company"), BioFuel
Technologies, Inc., a Georgia corporation ("BFT"), and the persons signatory
hereto (each a "Holder"
and collectively, the "Holders").
RECITALS
WHEREAS,
the Company, BFT and the Holders are parties to a certain Share Exchange
Agreement dated July 27, 2010 (the "Exchange Agreement"), pursuant
to which BFT will become a 100%-owned subsidiary of the Company and 100% of the
outstanding securities of BFT will be exchanged for shares of common stock, par
value $0.0001 per share (the "Common Stock") of the Company
(the "Share
Exchange");
WHEREAS,
immediately after the effective time of the Share Exchange (the "Closing Date"), the Company
will assume the business and operations of BFT; and
WHEREAS,
pursuant to Section 8.10 of the Exchange Agreement, the Company agreed to file,
within one hundred and eighty (180) days after the Closing Date with the
Securities and Exchange Commission (the "Commission" or "SEC") a registration statement
covering the resale of certain shares of Common Stock outstanding after the
Closing Date as set forth on Schedule I hereof (the "Shares").
NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. As
used in this Agreement, the following terms have the respective meanings set
forth in this Section 1:
"Business Day" means any day
other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.
"Commission" or "SEC" means the United States
Securities and Exchange Commission.
"Common Stock" means the class
of common stock of the Company, par value $0.0001 per share.
"Exchange Act" means the
Securities Exchange Act of 1934, as amended.
"Holder" or "Holders" means the holder or
holders, as the case may be, from time to time of Registrable
Securities.
"Person" means any individual,
corporation, partnership, joint venture, limited liability company, business
trust, joint stock company, trust or unincorporated organization or any
government or any agency or political subdivision thereof.
"Prospectus" means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective Registration Statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.
"Registrable Securities" means:
(i) the shares of Common Stock issued to the Shareholders pursuant to the Stock
Exchange Agreement and (ii) any securities issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar event, or any
conversion price adjustment with respect to any of the securities referenced in
(i) above; provided, however, that Registrable Securities shall not include any
shares of Common Stock which previously have been sold to the public either
pursuant to a registration statement or Rule 144, or which have been sold in a
private transaction in which the transferor’s rights under this Agreement are
not assigned.
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"Registration Expenses" shall
mean all expenses incurred by the Company in affecting any registration pursuant
to this Agreement, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel for the Company, blue
sky fees and expenses, and expenses of any regular or special audits incident to
or required by any such registration, but shall not include Selling Expenses,
fees and disbursements of counsel for the Holders and the compensation of
regular employees of the Company, which shall be paid in any event by the
Company.
"Registration Statement" means
the registration statement filed in accordance with Section 2(a), including the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference therein.
"Rule 144" means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.
"Securities Act" means the
Securities Act of 1933, as amended.
"Selling Expenses" shall mean
all underwriting discounts, selling commissions and stock transfer taxes
applicable to the sale of Registrable Securities and fees and disbursements of
counsel for any Holder (other than the fees and disbursements of counsel
included in Registration Expenses).
"Shares" means the shares of
Common Stock issued or issuable to the Shareholders pursuant to the Stock
Exchange Agreement.
2. Registration
Rights.
(a) After
date hereof, the Company shall prepare a Registration Statement under the
Securities Act which shall include, but which need not be limited to, the
Registrable Securities and shall use its best efforts to file such Registration
Statement as management of the Company and counsel deem advisable, but no more
than one hundred and eighty (180) days after the date hereof, subject to the
provisions of Section 2(b) hereof.
(b) The
Company shall have the right to terminate or withdraw, in its reasonable
discretion without liability to a Holder, any registration initiated by it under
this Section 2 prior to the effectiveness of such Registration
Statement. The Registration Expenses of such withdrawn registration
shall be borne by the Company in accordance with Section 6 hereof.
3. Registration
Procedures. At such time as
the Company affects the registration of any of the Registrable Securities, it
shall (except as otherwise provided in this Agreement):
(a)
Prepare and file with the Commission a Registration Statement including the
Registrable Securities, subject to the Company’s right to include any other
securities in the Registration Statement and further subject to the Company's to
withdraw the Registration Statement as provided in Section 2(b), above, use its
reasonable efforts to cause such Registration Statement relating to the
Registrable Securities to become effective as soon as reasonably practicable
after such filing, and shall maintain the effectiveness of said Registration
Statement for a minimum of twelve (12) months following the effective date
thereof or until such earlier time as all the Registrable Securities become
capable of being publicly sold without registration under the Securities
Act.
(b)
Promptly prepare and file with the Commission 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 provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement for the period set forth in paragraph (a)
above.
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(c)
Respond as promptly as reasonably practicable to any comments received
from the SEC with respect to a registration statement or any amendment
thereto.
(d)
Notify the Holders as promptly as reasonably practicable and (if requested by
any such persons) confirm such notice in writing no later than one trading day
following the day (i) when a prospectus or any prospectus supplement or
post-effective amendment to a registration statement is proposed to be filed and
(ii) with respect to a registration statement or any post-effective amendment,
when the same has become effective.
(e)
Furnish to the Holder such numbers of copies of the Prospectus or any amendment
or supplement to any Prospectus and such other documents, as the Holder may
reasonably request in order to facilitate the public sale or other disposition
of the securities owned by the Holder.
(f) Use
its commercially reasonable efforts to register and qualify the securities
covered by such Registration Statement under such other state securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by the Holders;
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, nor shall it be required
to incur expenses in excess of $1,500 in connection with any such registration
or qualification under such other state securities or Blue Sky
laws.
(g) The
Company shall notify each Holder whose Registrable Securities are included in
any Registration Statement in writing of the happening of any event, as promptly
as practicable after becoming aware of such event, as a result of which the
prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material, nonpublic
information), and, subject to Section 3(b), promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or
omission. (g) The Company shall use its best efforts to prevent the
issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify each Holder who holds Registrable
Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threatening of any
proceeding for such purpose.
(h) Upon
the occurrence of any event contemplated by Section 3(g), as promptly as
practicable, prepare a supplement or amendment, including a post-effective
amendment, to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter
delivered, neither the Registration Statement nor such Prospectus will 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.
(i) Use
its reasonable best efforts to comply with all applicable rules and regulations
of the SEC.
(j) If
required, use commercially reasonable efforts to cause its securities to be
admitted to quotation on the OTC Bulletin Board.
4. Obligations
of the Holders.
(a) At
least five (5) Business Days prior to the first anticipated filing date of a
Registration Statement, the Company shall notify each Holder in writing of the
information the Company requires from each such Holder if such Holder elects to
have any of such Holder's Registrable Securities included in such Registration
Statement. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable Securities of a particular Holder that such Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the
effectiveness of the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request.
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(b) Each
Holder, by such Holder's acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder, unless
such Holder has notified the Company in writing of such Holder's election to
exclude all of such Holder's Registrable Securities from such Registration
Statement.
(c) Each
Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 3(g), such Holder will immediately
discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until such Holder's receipt of
the copies of the supplemented or amended prospectus contemplated by Section
3(b) or receipt of notice that no supplement or amendment is
required.
(d) Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption therefrom
in connection with sales of Registrable Securities pursuant to the Registration
Statement.
5. Expenses
of Registration. All reasonable
expenses, other than underwriting discounts and commissions, incurred in
connection with registrations, filings or qualifications pursuant to Sections 2
and 3, including, without limitation, all registration, listing and, subject to
Section 3(e), qualifications fees, printers and accounting fees, and fees and
disbursements of counsel for the Company shall be paid by the
Company.
6. No Delay
of Registration. No Holder shall
have any right to obtain or seek an injunction restraining or otherwise delaying
any registration of Registrable Securities as the result of any controversy that
might arise with respect to the interpretation or implementation of Section
4.
7. Assignment
of Registration Rights. The Registrable
Securities, and any related benefits to the Holder hereunder may be transferred
or assigned by the Holder to a permitted transferee or assignee, provided that
the Company is given written notice of such transfer or assignment, stating the
name and address of said transferee or assignee and identifying the Registrable
Securities with respect to which such registration rights are being transferred
or assigned; provided further that the transferee or assignee of such
Registrable Securities shall be deemed to have assumed the obligations of the
Holder under this Agreement by the acceptance of such assignment and shall, upon
request from the Company, evidence such assumption by delivery to the Company of
a written agreement assuming such obligations of the Holder.
8. Reports
Under the Exchange Act.
With a
view to making available to the Holders the benefits of Rule 144 promulgated
under the Securities Act or any other similar rule or regulation of the
Commission that may at any time permit the Holders to sell securities of the
Company to the public without registration ("Rule 144"), the Company agrees
to:
(a) make
and keep public information available, as those terms are understood and defined
in Rule 144;
(b) at
such time as the Company becomes subject to the reporting requirements of the
Exchange Act, file with the Commission in a timely manner all annual reports on
Form 10-K, and quarterly reports on Form 10-Q required of the Company under the
Exchange Act so long as the Company remains subject to such requirements and the
filing of such reports and other documents is required for the applicable
provisions of Rule 144; and
(c) furnish
to each Holder so long as such Holder owns Registrable Securities, promptly upon
written request, (i) a written statement by the Company, if true, that it has
complied with the reporting requirements of Rule 144, the Securities Act and the
Exchange Act, (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 to permit the Holders to
sell such securities pursuant to Rule 144 without registration.
9. Indemnification. In the event any
Registrable Securities are included in a Registration Statement pursuant to this
Agreement:
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(a) To the extent permitted by
law, the Company will, and hereby does, indemnify, hold harmless and defend each
Holder, the directors, officers, members, partners, employees, agents,
representatives of, and each Person, if any, who controls any Holder within the
meaning of the Securities Act or the Exchange Act (each, an "Indemnified
Person"), against any losses, claims, damages, liabilities, judgments, fines,
penalties, charges, costs, reasonable attorneys' fees, amounts paid in
settlement or expenses, joint or several (collectively, "Claims"), incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto ("Indemnified Damages"), to which any of them may become
subject insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in
connection with the qualification of the offering under the securities or other
"blue sky" laws of any jurisdiction in which Registrable Securities are offered
("Blue Sky Filing"), or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC), or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading, (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, or any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement or (iv) any violation of this Agreement (the matters in
the foregoing clauses (i) through (iv) being, collectively, "Violations").
Subject to Section 9(c), the Company shall reimburse the Indemnified Persons,
promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 9(a): (i) shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person
for such Indemnified Person expressly for use in connection with the preparation
of the Registration Statement or any such amendment thereof or supplement
thereto; and (ii) shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld or delayed. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Holders pursuant to Section 8.
(b) In
connection with any Registration Statement in which a Holder is participating,
each such Holder agrees to severally and not jointly indemnify, hold harmless
and defend, to the same extent and in the same manner as is set forth in Section
9(a), the Company, each of its directors, each of its officers who signs the
Registration Statement and each Person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act (each, an "Indemnified
Party"), against any Claim or Indemnified Damages to which any of them may
become subject, under the Securities Act, the Exchange Act or otherwise, insofar
as such Claim or Indemnified Damages arise out of or are based upon any
Violation, in each case to the extent, and only to the extent, that such
Violation occurs in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use in connection with
such Registration Statement; and, subject to Section 9(c), such Holder will
reimburse any legal or other expenses reasonably incurred by an Indemnified
Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 9(b) and the
agreement with respect to contribution contained in Section 10 shall not apply
to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of such Holder, which consent shall not be
unreasonably withheld or delayed; provided, further, however, that the Holder
shall be liable under this Section 9(b) for only that amount of a Claim or
Indemnified Damages as does not exceed the net proceeds to such Holder as a
result of the sale of Registrable Securities pursuant to such Registration
Statement. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Holders pursuant to
Section 7.
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(c) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 9
of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 9, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses of not
more than one counsel for all such Indemnified Person or Indemnified Party to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. In the case of an Indemnified Person, legal counsel
referred to in the immediately preceding sentence shall be selected by the
Holders holding at least a majority in interest of the Registrable Securities
included in the Registration Statement to which the Claim relates. The
Indemnified Party or Indemnified Person shall cooperate reasonably with the
indemnifying party in connection with any negotiation or defense of any such
action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or Claim. The indemnifying party
shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding affected without its prior written consent,
provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such Claim or litigation, and such settlement shall not include
any admission as to fault on the part of the Indemnified Party. Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 9, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.
(d) The
indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar right of the Indemnified Party or Indemnified Person against
the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.
10. Contribution.
To the
extent any indemnification by an indemnifying party is prohibited or limited by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 9 to the
fullest extent permitted by law; provided, however, that: (i) no Person involved
in the sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) in
connection with such sale shall be entitled to contribution from any Person
involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities pursuant to such Registration
Statement.
11. Miscellaneous
Provisions.
(a)
Notices. All notices, demands, consents, requests, instructions and other
communications to be given or delivered or permitted under or by reason of the
provisions of this Agreement or in connection with the transactions contemplated
hereby shall be in writing and shall be deemed to be delivered and received by
the intended recipient as follows: (i) if personally delivered, on the business
day of such delivery (as evidenced by the receipt of the personal delivery
service), (ii) if mailed certified or registered mail return receipt requested,
three (3) business days after being mailed, (iii) if delivered by overnight
courier (with all charges having been prepaid), on the business day of such
delivery (as evidenced by the receipt of the overnight courier service of
recognized standing), or (iv) if delivered by facsimile transmission or
electronic transmission, on the business day of such delivery if sent by 3:00
p.m. in the time zone of the recipient, or if sent after that time, on the next
succeeding business day (as evidenced by the printed confirmation of delivery
generated by the sending party’s telecopier machine or internet
system). If any notice, demand, consent, request, instruction or
other communication cannot be delivered because of a changed address of which no
notice was given (in accordance with this Section 10.3), or the refusal to
accept same, the notice, demand, consent, request, instruction or other
communication shall be deemed received on the second business day the notice is
sent (as evidenced by a sworn affidavit of the
sender).
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(b)
Successors and Assigns. Subject to the requirements of Section 7,
this Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto.
(c) Owner
of Registrable Securities. A Person is deemed to be a holder of
Registrable Securities whenever such Person owns or is deemed to own of record
such Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from such record owner of such Registrable
Securities.
(d)
Amendment and Waiver. This Agreement may be amended, and the observance of any
term of this Agreement may be waived, but only with the written consent of the
Company and the Holder; provided, however, that no such
amendment or waiver shall reduce or eliminate any registration right of the
Holder of Registrable Securities or reduce the amount of reimbursable costs to
the Holder of Registrable Securities in connection with any registration
hereunder without the consent of the Holder. No delay on the part of
any party in the exercise of any right, power or remedy shall operate as a
waiver thereof, nor shall any single or partial exercise by any party of any
right, power or remedy preclude any other or further exercise thereof, or the
exercise of any other right, power or remedy.
(e)
Entire Agreement. This Agreement supersedes all prior agreements between
the parties with respect to its subject matter and constitutes (along with the
documents referred to in this Agreement) a complete and exclusive statement of
the terms of the agreement between the parties with respect to its subject
matter.
(f)
Execution and Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.
(g)
Governing Law. This Agreement shall be construed in accordance with and governed
by the internal laws of the State of Georgia, without giving effect to conflicts
of law principles.
(h)
Severability. 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 reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or
unenforceable.
(i)
Headings. . The headings of Sections in this Agreement are provided
for convenience only and will not affect its construction or
interpretation. All references to “Section” or “Sections” refer to
the corresponding Section or Sections of this Agreement. All words
used in this Agreement will be construed to be of such gender or number as the
circumstances require.
(i)
Independent Nature of Holders' Obligations and Rights. The
obligations of each Holder under this Agreement are several and not joint with
the obligations of each other Holder, and no Holder shall be responsible in any
way for the performance of the obligations of any other Holder under this
Agreement. Nothing contained herein or in the Stock Exchange
Agreement, and no action taken by any Shareholder pursuant thereto or Holder
pursuant hereto, shall be deemed to constitute the Shareholders or Holders, as
the case may be, as a partnership, an association, a joint venture or any other
kind of entity, or create a presumption that the Shareholders or Holders, as the
case may be, are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by this Agreement or in the Stock
Exchange Agreement. The Company acknowledges that each of the
Shareholders has been provided with the same Registration Rights Agreement for
the purpose of closing a transaction with multiple Shareholders and not because
it was required or requested to do so by any Shareholder.
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(j)
Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement. The exchange of signature pages via
facsimile or by e-mail transmission in portable digital format, or similar
format, shall constitute effective execution and delivery of this Agreement or
any other Transaction Document.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first written above.
| THE XXXXXXXX GROUP TWO, INC. | |
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By:
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/s/ Xxxx Xxxxx
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Name:
Xxxx Xxxxx
|
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Title:
President
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|
HOLDERS
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Xxxxxxx
Xxxxxxxxx
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Xxxx
Xxxxxx
|
Dell
Xxxx
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||||
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/s/ Xxxxxxx Xxxxxxxxx
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/s/ Xxxx
Xxxxxx
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/s/ Dell Xxxx
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||||
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Sandhurst,
Inc.
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||||||
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By:
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/s/ Xxxx Xxxxxx
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|||||
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Name:
Xxxx Xxxxxx
|
||||||
|
Title:
President
|
||||||
|
Xxxxx
Xxxxx
|
Xxxxxx
X. Xxxxxx
|
Xxxxx
X. Xxxxxxxxx
|
||||
|
/s/ Xxxxx
Xxxxx
|
/s/ Xxxxxx X.
Xxxxxx
|
/s/ Xxxxx X.
Xxxxxxxxx
|
||||
|
Xxx
Xxxxx
|
Xxxxxxxxx
Xxxxxx
|
Xxxxxxxxx
X. Xxxx
|
||||
|
/s/ Xxx Xxxxx
|
/s/ Xxxxxxxxx
Xxxxxx
|
/s/ Xxxxxxxxx X.
Xxxx
|
||||
|
Xxxxx
X. Xxxxx
|
Xxxxx
Xxxxxxxx
|
Xxxx
X. Xxxxx
|
||||
|
/s/ Xxxxx X.
Xxxxx
|
/s/ Xxxxx
Xxxxxxxx
|
/s/ Xxxx X.
Xxxxx
|
||||
|
Xxxxx
X. Xxxxxx
|
Xxxxxxx
X. Xxxxxxxx
|
Quality
Investment Services, LLC
|
||||
|
/s/ Xxxxx X.
Xxxxxx
|
/s/ Xxxxxxx X.
Xxxxxxxx
|
By:
|
/s/ Xxxxxx XxXXxxxxxx
|
|||
|
Name:
Xxxxxx XxXxxxxxxx
|
||||||
|
|
|
Title:
Manager
|
||||
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