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EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
DATED AS OF MAY 25, 2001
AMONG
SIGNALSOFT CORPORATION
AND THE
HOLDERS
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May
25, 2001, is between SIGNALSOFT CORPORATION, a Delaware corporation (the
"CORPORATION"), and the persons and entities listed on Schedule A attached
hereto (collectively "HOLDERS").
WHEREAS, concurrently with the execution of this Agreement, Holders
have acquired shares of common stock, $.001 par value (the "COMMON STOCK"), of
the Corporation in a transaction consummated pursuant to two forms of Share
Purchase Agreements of even date herewith among such Holders (the "ACQUISITION
AGREEMENTS") and the Corporation, and Holders desire to set forth the rights of
the Holders and obligations of the Corporation in connection with public
offerings and sales of the Common Stock, as a condition to and in connection
with the Acquisition Agreements;
NOW, THEREFORE, in consideration of the foregoing and the covenants,
agreements, representations and warranties contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties, the parties hereby agree as follows:
SECTION 1. CERTAIN DEFINITIONS.
As used in this Agreement, the following terms shall have the following
meanings:
"Affiliate" means with respect to any Person, (i) a spouse,
parent, sibling or descendant of such Person or a trust created for the benefit
of any of the foregoing and (ii) any other Person that Controls, or is
Controlled by or is under common Control with, such Person. The term "control"
(including the correlative terms "controlling", "controlled by" and "under
common control with") means, with respect to any Person, the possession or
ownership, directly or indirectly, of (i) the power to direct, or cause the
direction of, the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, or (ii) ten percent
(10%) or more of any equity securities of a Person.
"Commission" means the United States Securities and Exchange
Commission or any other Federal agency at the time administering the Securities
Act.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor Federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect from time
to time.
"Information" shall have the meaning set forth in Section
4(g).
"Inspectors" shall have the meaning set forth in Section 4(g).
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"Person" shall be construed broadly and shall include without
limitation an individual, a partnership, a corporation, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization and a governmental entity.
"Records" shall have the meaning set forth in Section 4(g).
"Registrable Shares" means at any time, with respect to any
Stockholder, all shares of Common Stock then held by such Stockholder that were
issued pursuant to the Acquisition Agreements as Consideration Shares (as
defined in the Acquisition Agreements) and any shares of Common Stock issued in
respect of such shares pursuant to any stock split, stock dividend,
recapitalization or similar event, which in any case have not previously been
sold to the public pursuant to (x) an effective Registration Statement under the
Securities Act, (y) Rule 144 or (z) Regulation S, or otherwise eligible for sale
to the public in the United States without regard to volume limitations under
Rule 144(k) or Regulation S.
"Registration Statement" means a registration statement under
the Securities Act, on a form promulgated thereunder, together with such other
registrations and filings under other securities laws that are customary with
respect to a public offering of securities.
"Regulation S" means Regulation S promulgated under the
Securities Act or any successor regulation or rules thereto.
"Rule 144" means Rule 144 promulgated under the Securities Act
or any successor rule thereto or any complementary rule thereto (such as Rule
144A).
"Securities Act" means the Securities Act of 1933, as amended,
or any successor Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.
"Stockholders" shall mean Holders, and any successors or
assigns of Holders, holding Registrable Shares to whom these registration rights
have been transferred pursuant to Section 11 hereof.
"Stockholders' Counsel" shall have the meaning set forth in
Section 4(b).
SECTION 2. PIGGYBACK REGISTRATION.
If the Corporation, at any time during which Registrable Shares are
held by Stockholders, proposes for any reason to register Common Stock under the
Securities Act (other than a registration on Form S-4 or S-8 (or similar or
successor forms) or relating solely to the sale of securities to participants in
a Corporation stock plan or a transaction covered by Rule 145 under the
Securities Act, a registration in which the only stock being registered is
Common Stock issuable upon conversion of debt securities which are also being
registered, or any 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 the Registrable Securities (collectively,
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"Non-Covered Registrations")), it shall give written notice to all the
Stockholders of its intention to so register such Common Stock at least thirty
(30) days before the initial filing of the Registration Statement therefor. Upon
the written request of any Stockholder delivered to the Corporation within
thirty (30) days after delivery of any such notice by the Corporation,
specifying the number of Registrable Shares proposed to be included in such
registration and stating that such Stockholder desires to sell such Registrable
Shares, the Corporation shall use its best efforts to cause all such Registrable
Shares to be included in such registration on the same terms and conditions as
the securities otherwise being sold in such registration; provided, however,
that if the registration is for a firm commitment underwritten offering and the
managing underwriter advises the Corporation and such Shareholders in writing
that the inclusion of all such Registrable Shares would interfere with the
successful marketing (including pricing) of the shares proposed to be included
in the registration by other parties (including, without limitation, the
Corporation), then the number of Registrable Shares and other shares of Common
Stock to be included in such registration (other than shares to be registered
and sold by the Corporation for its own account) shall be reduced pro rata in
accordance with the respective numbers of shares proposed to be registered and
sold by the respective holders thereof (with the holders of other shares of
Common Stock to be included in such registration being reduced in accordance
with the terms and conditions of their respective registration rights
agreement). If the Stockholders are so limited, however, Registrable Shares may
not, without the requesting Stockholder's consent, in any event be reduced below
eight percent (8%) of the total amount of securities included in such offering.
SECTION 3. REGISTRATION PROCEDURES.
If and whenever the Corporation is under an obligation pursuant to the
provisions of this Agreement to use its best efforts to effect the registration
of any Registrable Shares, the Corporation shall, as expeditiously as
practicable:
(a) use its best efforts to prepare and file a Registration Statement
that registers such Registrable Shares and to cause such Registration Statement
to become and remain effective for a period of two (2) years or (if earlier)
until all of such Registrable Shares have been disposed of or such shares
otherwise cease (other than due to the effectiveness of such Registration
Statement) to be Registrable Shares;
(b) furnish (at least five business days before filing with respect to
the original filing and one business day with respect to the filing of any
amendments, supplements or Rule 424 prospectuses) a Registration Statement that
registers such Registrable Shares, a prospectus relating thereto and any
amendments or supplements relating to such Registration Statement or prospectus,
to one counsel selected by the participating Stockholders (the "STOCKHOLDERS'
COUNSEL"), copies of all such documents proposed to be filed (it being
understood that such business-day periods need not apply to successive drafts of
the same document proposed to be filed so long as such successive drafts are
supplied to the Stockholders' Counsel in advance of the proposed filing by a
period of time that is customary and reasonable under the circumstances);
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(c) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for
at least a period of two (2) years or (if earlier) until all of such Registrable
Shares have been disposed of or such shares otherwise cease to be Registrable
Shares and to comply with the provisions of the Securities Act with respect to
the sale or other disposition of such Registrable Shares;
(d) notify Stockholders' Counsel in writing (i) of the receipt by the
Corporation of any notification with respect to any comments by the Commission
with respect to such Registration Statement or prospectus or any amendment or
supplement thereto, or any request by the Commission for the amending or
supplementing thereof or for additional information with respect thereto, (ii)
of the receipt by the Corporation of any notification with respect to the
issuance by the Commission of any stop order suspending the effectiveness of
such Registration Statement or prospectus or any amendment or supplement
thereto, or the initiation or threatening of any proceeding for that purpose,
and (iii) of the receipt by the Corporation of any notification with respect to
the suspension of the qualification of such Registrable Shares for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purposes;
(e) without limiting subsection (d) above, use its best efforts to
cause such Registrable Shares to be registered with or approved by such other
United States federal and state governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Corporation to enable
the Stockholders holding such Registrable Shares to consummate the disposition
of such Registrable Shares in the intended manner;
(f) notify the Stockholders holding such Registrable Shares on a timely
basis, at any time when a prospectus relating to such Registrable Shares is
required to be delivered under the Securities Act within the appropriate period
mentioned in subparagraph (a) of this Section 4, of 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 light of the circumstances then existing
and, at the request of the Stockholders, prepare and furnish to such
Stockholders a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
offerees of such shares, such prospectus shall not 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 not misleading in light of
the circumstances then existing;
(g) subject to the execution of confidentiality agreements in form and
substance reasonably satisfactory to the Corporation, make available upon
reasonable notice and during normal business hours, for inspection by the
Stockholders holding such Registrable Shares, any underwriter participating in
any disposition pursuant to such Registration Statement and any attorney,
accountant or other agent retained by the Stockholders or underwriter
(collectively, the "INSPECTORS"), all pertinent financial and other records,
pertinent corporate documents and properties of the Corporation (collectively,
the "RECORDS"), as shall be reasonably necessary to
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enable them to exercise their due diligence responsibility, and cause the
Corporation's officers, directors and employees to supply all information
(together with the Records, the "INFORMATION") reasonably requested by any such
Inspector in connection with such Registration Statement. Any of the Information
which the Corporation determines in good faith to be confidential, and of which
determination the Inspectors are so notified, shall not be disclosed by the
Inspectors unless (i) the disclosure of such Information is necessary to avoid
or correct a misstatement or omission in the Registration Statement or related
prospectus, (ii) the release of such Information is ordered pursuant to a
subpoena or other order from a court or other regulatory authority of competent
jurisdiction, or (iii) such Information has been made generally available to the
public;
(h) use its best efforts to obtain from its independent certified
public accountants "cold comfort" letters in customary form and at customary
times and covering matters of the type customarily covered by cold comfort
letters;
(i) use its best efforts to obtain from its counsel an opinion or
opinions in customary form;
(j) provide a transfer agent and registrar (which may be the same
entity) for such Registrable Shares;
(k) use its best efforts to list such Registrable Shares on the Nasdaq
National Market or any United States national securities exchange on which any
shares of the Common Stock are listed or, if the Common Stock is not so listed,
use its best efforts to qualify such Registrable Shares for listing or quotation
on such other securities exchange as the holders of a majority of such
Registrable Shares shall reasonably request;
(l) otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission and make available to its security holders, as
soon as reasonably practicable, earnings statements (which need not be audited)
covering a period of twelve (12) months beginning within three months after the
effective date of the Registration Statement, which earnings statements shall
satisfy the provisions of Section 11(a) of the Securities Act; and
(m) subject to all the other provisions of this Agreement, use its best
efforts to take all other steps necessary to effect the registration of such
Registrable Shares contemplated hereby.
Each holder of the Registrable Shares, upon receipt of any notice from
the Corporation of any event of the kind described in (f) hereof, shall
forthwith discontinue disposition of the Registrable Shares pursuant to the
Registration Statement covering such Registrable Shares until such holder's
receipt of the copies of the supplemented or amended prospectus contemplated by
(f) hereof, and, if so directed by the Corporation, such holder shall deliver to
the Corporation all copies, other than permanent file copies then in such
holder's possession, of the prospectus covering such Registrable Shares at the
time of receipt of such notice. The Corporation may delay or suspend the
effectiveness of any Registration Statement, for a period of up to ninety (90)
consecutive days, if it gives written notice to the Stockholders, at the time of
such request, that (A) the Corporation is engaged, or has fixed plans to engage
within ninety (90) days (evidenced
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by the Board of Directors having deliberated on and approved such plans), in a
firm commitment underwritten public offering of Common Stock in which
Stockholders may include Registrable Shares pursuant to Section 2, or (B) such
registration would materially and adversely interfere with a material
transaction involving the Corporation that has been approved by the Board of
Directors.
SECTION 4. EXPENSES.
All expenses (other than stock transfer fees (including, without
limitation, the cost of all transfer tax stamps), underwriting discounts and
commissions and similar fees relating to the distribution of the Registrable
Shares) incurred by the Corporation in complying with Section 3, including,
without limitation, all registration and filing fees (including all expenses
incident to filing with the National Association of Securities Dealers, Inc.),
fees and expenses of complying with United States state securities and blue sky
laws, printing expenses, fees and expenses of the Corporation's counsel and
accountants, and reasonable fees and expenses of the Stockholders' Counsel,
shall be paid by the Corporation.
SECTION 5. INDEMNIFICATION.
(a) In connection with any registration of any Registrable Shares under
the Securities Act pursuant to this Agreement, the Corporation shall indemnify
and hold harmless the holders of Registrable Shares, each underwriter, broker or
any other person acting on behalf of the holders of Registrable Shares, and each
other person, if any, who controls any of the foregoing persons within the
meaning of the Securities Act (each a "CORPORATION INDEMNIFIED PERSON") against
any losses, claims, damages or liabilities, joint or several (or actions in
respect thereof), to which any of the foregoing persons may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) (i) arise out of or are based upon
an untrue statement or allegedly untrue statement of a material fact contained
in the Registration Statement under which such Registrable Shares were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein or otherwise filed with the Commission, any
amendment or supplement thereto or any document incident to registration or
qualification of any Registrable Shares, or (ii) 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 or,
with respect to any prospectus, necessary to make the statements therein in
light of the circumstances under which they were made not misleading, or any
violation by the Corporation of the Securities Act or state securities or blue
sky laws applicable to the Corporation and relating to action or inaction
required of the Corporation in connection with such registration or
qualification under such state securities or blue sky laws; and shall reimburse
each Corporation Indemnified Person for any legal or other expenses reasonably
incurred in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Corporation shall not
be liable in any such case to the extent that any such loss, claim, damage,
liability or action (including any legal or other expenses incurred) arises out
of or is based upon an untrue statement or allegedly untrue statement or
omission or alleged omission made in said Registration Statement, preliminary
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prospectus, final prospectus, amendment, supplement or document incident to
registration or qualification of any Registrable Shares in reliance upon and in
conformity with written information furnished by such holder of Registrable
Shares or their counsel to the Corporation or such underwriter specifically for
use in connection with the preparation of such Registration Statement,
preliminary prospectus, final prospectus, amendment, supplement or document;
provided further, however, that the foregoing indemnity agreement is subject to
the condition that, insofar as it relates to any untrue statement, alleged
untrue statement, omission or alleged omission made in any preliminary
prospectus that was eliminated or remedied in the final prospectus (filed
pursuant to Rule 424 of the Securities Act or otherwise), such indemnity
agreement shall not inure to the benefit of any Stockholder, underwriter, broker
or other person acting on behalf of holders of the Registrable Shares from whom
the person asserting any loss, claim, damage, liability or expense purchased the
Registrable Shares which are the subject thereof, if a copy of such final
prospectus had been made available to such Stockholder, underwriter, broker or
other person acting on behalf of holders of the Registrable Shares and such
final prospectus was not delivered to such asserting person with or prior to the
written confirmation of the sale of such Registrable Shares to such asserting
person.
(b) In connection with any registration of Registrable Shares under the
Securities Act pursuant to this Agreement, each holder of Registrable Shares
including such Registrable Shares in such registration shall severally, and not
jointly, indemnify and hold harmless (in the same manner and to the same extent
as set forth in the preceding paragraph of this Section 5) the Corporation, each
director of the Corporation, each officer of the Corporation who shall sign such
Registration Statement, each person acting on behalf of the Corporation, each
underwriter, broker or other person acting on behalf of the holders of
Registrable Shares, and each person who controls any of the foregoing persons
within the meaning of the Securities Act with respect to any statement in such
Registration Statement, any preliminary prospectus or final prospectus contained
therein or otherwise filed with the Commission, any amendment or supplement
thereto or any document incident to registration or qualification of any
Registrable Shares, if such statement was made in reliance upon and in
conformity with written information furnished by such holder of Registrable
Shares or their counsel to the Corporation or such underwriter specifically for
use in connection with the preparation of such Registration Statement,
preliminary prospectus, final prospectus, amendment, supplement or document;
provided, however, that the maximum amount of liability in respect of such
indemnification shall be limited, in the case of each seller of Registrable
Shares, to an amount equal to the net proceeds actually received by such seller
from the sale of Registrable Shares effected pursuant to such registration.
(c) Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 5, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action. The failure of any indemnified party to
notify an indemnifying party of any such action shall not (except to the extent
such failure shall have a material adverse effect on the indemnifying party)
relieve the indemnifying party from any liability in respect of such action that
it may have to such indemnified party on
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account of this Section 5. In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be responsible for any legal expenses
subsequently incurred by the indemnified party in connection with the defense
thereof; provided, however, that if any indemnified party shall have reasonably
concluded that there may be one or more legal or equitable defenses available to
such indemnified party which are in addition to or conflict with those available
to the indemnifying party, or that such claim or litigation involves or could
have an effect upon matters beyond the scope of the indemnity agreement provided
in this Section 5, the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party (but shall have the
right to participate therein with counsel of its choice), and such indemnifying
party shall reimburse such indemnified party and any person controlling such
indemnified party for that portion of the fees and expenses of any counsel
retained by the indemnified party which are reasonably related to the matters
covered by the indemnity agreement provided in this Section 5. If the
indemnifying party is not entitled to, or elects not to, assume the defense of a
claim, it will not be obligated to pay the fees and expenses of more than one
counsel for similarly situated indemnified parties with respect to such claim.
(d) If the indemnification provided for in this Section 5 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage, liability or action referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage, liability or action 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, omissions or actions which resulted in such loss, claim,
damage, liability or action 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 an untrue or alleged untrue statement of a material fact or an omission
or alleged 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
any such statement or omission or any other action upon which the loss, claim,
damage, liability or action is based. The parties agree that it would not be
just and equitable if contribution pursuant hereto were determined by pro rata
allocation or by any other method or allocation which does not take account of
the equitable considerations referred to herein. No person guilty of fraudulent
misrepresentation shall be entitled to contribution from any person.
SECTION 6. UNDERWRITING AGREEMENT.
Notwithstanding the provisions of Section 3, Section 4 and Section 5,
to the extent that any Stockholders selling Registrable Shares shall enter into
an underwriting or similar agreement, which agreement contains provisions
covering one or more issues addressed in such
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Sections, the provisions contained in such agreement addressing such issue or
issues shall control as to such Stockholders.
SECTION 7. OBLIGATIONS OF STOCKHOLDERS.
The Corporation's obligations under this Agreement to a Stockholder
shall be conditioned upon such Stockholder's compliance with the following:
(a) such Stockholder shall cooperate with the Corporation in connection
with the preparation of the Registration Statement, and for so long as the
Corporation is obligated to keep the Registration Statement effective, such
Stockholder will provide to the Corporation, in writing, for use in the
Registration Statement, such information regarding such Stockholder and the
Registrable Shares held by such Stockholder as shall be required to effect the
registration of such Stockholder's Registrable Shares and to maintain the
currency and effectiveness thereof;
(b) if such Stockholder's Registrable Shares are being included in an
underwritten public offering, such Stockholder shall enter into such agreements
with the Corporation and with the underwriters containing representations,
warranties, indemnities and agreements as are in each case customarily entered
into and made by selling stockholders, and will cause its counsel to give any
legal opinions customarily given, in secondary distributions under similar
circumstances;
(c) during such time as such Stockholder may be engaged in a
distribution of the Registrable Shares, such Stockholder will comply with all
applicable securities laws;
(d) other than in the case of an underwritten public offering, such
Stockholder will advise the Corporation in writing of the dates on which such
Stockholder sold shares, the number of such shares sold, the terms and the
manner of sale (including, to the extent applicable, the purchase price, the
name of any underwriter, agent or broker-dealer to or through whom such
distribution was made, and the amount of any selling commissions or other items
constituting compensation to such underwriter, agent or broker-dealer) and the
number of shares of Common Stock that will be owned beneficially by such
Stockholder after giving effect to such sale.
SECTION 8. EXCHANGE ACT COMPLIANCE.
The Corporation shall comply with all of the reporting requirements of
the Exchange Act applicable to it (whether or not it shall be required to do so,
but specifically excluding Section 14 of the Exchange Act if not then applicable
to the Corporation) and shall comply with all other public information reporting
requirements of the Commission which are conditions to the availability of Rule
144 for the resale of the Registrable Shares by the Stockholders. The
Corporation shall cooperate with the Stockholders in supplying such information
as may be necessary for the Stockholders to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition
to the availability of Rule 144.
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SECTION 9. NO CONFLICT OF RIGHTS; BEST REGISTRATION RIGHTS
(a) The Corporation represents and warrants to the Stockholders that
the registration rights granted to the Stockholders hereby do not conflict with
any other registration rights granted by the Corporation. The Corporation shall
not, after the date hereof, grant any registration rights which conflict with or
impair the registration rights granted hereby.
(b) If, on or before the first anniversary of the date of this
Agreement, the Corporation grants to any person with respect to any security
issued by the Corporation or any of its Subsidiaries registration rights (other
than with respect to Non-Covered Registrations or as contemplated by the proviso
set forth in Section 14 hereof) that provide for terms that are in any manner
(with respect to such registration rights) more favorable to the holder of such
registration rights than the terms granted to the Holders (or if the Corporation
amends or waives any provision of any agreement providing registration rights
(other than with respect to Non-Covered Registrations or as contemplated by the
proviso set forth in Section 14 hereof) of others or takes any other action
whatsoever to provide for terms (with respect to such registration rights) that
are more favorable to other holders than the terms provided to the Holders) then
this Agreement shall immediately be deemed amended to provide the Holders of
Registrable Shares with any (or all) of such more favorable terms as the Holders
of Registrable Securities shall elect to include herein.
SECTION 10. SUCCESSORS AND ASSIGNS.
This Agreement shall bind and inure to the benefit of the Corporation
and the Holders and, subject to Section 11, the respective successors and
assigns of the Corporation and the Holders.
SECTION 11. ASSIGNMENT.
Each Holder may assign its rights hereunder to (i) any Affiliate of
such Holder, or (ii) any purchaser or transferee who acquires (after written
notice to the Corporation) at least 10,000 Registrable Shares (or, if less, all
of such Stockholder's Registrable Shares) from the Stockholder; provided,
however, that such purchaser or transferee shall, as a condition to the
effectiveness of such assignment, be required to execute a counterpart to this
Agreement agreeing to be treated as a Stockholder pursuant to this Agreement,
whereupon such purchaser or transferee shall have the benefits of, and shall be
subject to the restrictions contained in, this Agreement as if such purchaser or
transferee was originally included in the definition of a Holder herein and had
originally been a party hereto.
SECTION 12. ENTIRE AGREEMENT; TERMINATION OF PRIOR AGREEMENTS.
This Agreement contains the entire agreement among the Holders and the
Corporation with respect to the subject matter hereof and supersedes all prior
and contemporaneous arrangements or understandings with respect thereto, all of
which are hereby automatically
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terminated in their entirety and of no further force or effect, without any
action by the parties thereto.
SECTION 13. NOTICES.
All notices, requests, consents and other communications hereunder to
any party shall be deemed to be sufficient if contained in a written instrument
delivered in person or sent by telecopy, nationally-recognized overnight courier
or first class registered or certified mail, return receipt requested, postage
prepaid, addressed to such party at the address set forth below or such other
address as may hereafter be designated in writing by such party to the other
parties:
(i) if to the Corporation, to:
SignalSoft Corporation
0000 Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Hose
Telecopy: (000) 000-0000
with a copy to:
Holme Xxxxxxx & Xxxx LLP
00 Xxxxx Xxxxxxx Xxx., Xxxxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attention: J. Xxxxxxx Xxxxxxxx, Esq.
Telecopy: (000) 000-0000
(ii) if to a Holder, to the address for such Holder set
forth on Schedule A hereto, with a copy to:
Xxxxxxxxxx Xxxxxxxx LLP
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: W. Xxxxxxxx Xxxxxxx, Esq.
Telecopy: (000) 000-0000
All notices, consents, requests, and demands to or upon the respective
parties hereto to be effective shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made (a)
on the date delivered in person, (b) on the first date indicated on the return
receipt if mailed postage prepaid, by certified or registered U.S. Mail, with
return receipt requested, (c) on the date transmitted by facsimile, if sent by
5:00 P.M., Eastern Time, and confirmation of receipt thereof is reflected or
obtained, or (d) if sent by Federal Express or other nationally recognized
overnight courier service or overnight express U.S. Mail, with service charges
or postage prepaid, then on the next business day after delivery to the courier
service or U.S. Mail (in time for and specifying next day delivery).
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SECTION 14. MODIFICATIONS; AMENDMENTS; WAIVERS.
The terms and provisions of this Agreement may not be modified or
amended, nor may any provision be waived, except pursuant to a writing signed by
the Corporation and the holders of fifty-one percent (51%) or more of the
Registrable Shares; provided, however, that this Agreement shall be
automatically amended to include as Holders those shareholders of mobilePosition
AB who, after executing one of the Acquisition Agreements and transferring all
of their shares in mobile Position to the Corporation or its affiliate in
accordance with the terms of the Acquisition Agreements, obtains Consideration
Shares (as defined in the Acquisition Agreements) .
SECTION 15. COUNTERPARTS; FACSIMILE SIGNATURES.
This Agreement may be executed in any number of counterparts, and each
such counterpart hereof shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable at the Closing (as
defined in the Acquisition Agreements) if the originally executed counterpart is
delivered within a reasonable period thereafter.
SECTION 16. HEADINGS.
The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.
SECTION 17. SEVERABILITY.
It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the law and public
policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any provision of this Agreement would be held in any
jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating
the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
SECTION 18. GOVERNING LAW.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware (without regard to principles
of conflicts of laws).
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the date first written above.
SIGNALSOFT CORPORATION
By:
----------------------------------
Name:
----------------------------------
Title:
---------------------------------
-----------------------
Hagge Rilegard
-----------------------
Xxxxx Ekerborn
-----------------------
Xxxx Xxxxxxx
EUROPEAN DIGITAL PARTNERS LTD
-----------------------
Xxxxx Xxxxxxx
QINO FLAGSHIP LTD
-----------------------
Xxxxxx Xxxxxx
Signature Page - Registration Rights Agreement
15
ALPHA VENTURE CAPITAL FUND
MANAGEMENT S.A.
-----------------------
Xxxxxx X. Xxxxxxxxxxx
DELPHI PRIVATE PLACEMENT SWEDEN AB
-----------------------
Hagge Rilegard
by proxy
DELPHI PRIVATE PLACEMENT GROUP AB
-----------------------
Hagge Rilegard
by proxy
EUROPEAN MEDIA VENTURES AS
-----------------------
Xxxxxx xxx Xxxxxx
All other Holders listed on Schedule A
represented by
-----------------------
Xxxxx Rilegard
by proxy
Signature Page -- Registration Rights Agreement
