REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement")
is made and entered into this ____ day of November, 1999, by and among
LEAPFROG SMART PRODUCTS, INC., a Colorado corporation f/k/a
ALBARA CORPORATION (the "Corporation") and REAL
XXXXXXXXXX (the Shareholder ) who holds or will hold restricted
shares of the Corporation's Common Stock.
RECITALS:
WHEREAS, pursuant to a Warrant issued in connection with a
Consulting Agreement dated as of November ___, 1999 the
Shareholder will receive restricted shares of the Corporation's Common
Stock and other restricted shares held by the Shareholder;
WHEREAS, the Shareholder wishes to have the right to require the
Corporation to register his shares of the Corporation's Common Stock
under the Securities Act of 1933, as amended; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions.
For purposes of this Agreement, the following terms shall have
the following meanings:
(a) Closing Date: The Closing Date defined in the Merger Agreement.
(b) Exchange Act: The Securities Exchange Act of 1934, as it is or
may be amended.
(c) Person: Any individual, partnership, corporation, trust or
unincorporated organization, or government or agency or political
subdivision thereof.
(d) Prospectus: The prospectus included in any Registration Statement,
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 such Registration
Statement and by all other amendments and supplements to the prospectus,
including post-effective amendments and all material incorporated by
eference in such prospectus.
(e) Registrable Securities: As defined in Section 2(a) below.
(f) Registration: As defined in Section 3 below.
(g) Registration Statement: Any registration statement of the Corporation
which covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements
to such Registration Statement, including post-effective amendments, all
exhibits and all material incorporated by reference in such Registration
Statement.
(h) SEC: The Securities and Exchange Commission.
(i) Securities Act: The Securities Act of 1933, as it is or may be amended.
(j) Underwritten Registration of Underwritten Offering: A Registration
in which securities of the Corporation are sold to an underwriter for
re-offering to the public.
2. Securities Subject to this Agreement.
(a) Registrable Securities. The securities entitled to the benefit of this
Agreement (the "Registrable Securities") are sixty thousand (60,000)
shares of the Corporation s Common Stock, and the shares underlying
Warrant 1999-01 which on the date hereof comprise three hundred fifty
thousand (350,000) shares of the Corporation s Common Stock, to be
issued to the Shareholder (including such shares received as share dividends
or shares issued on stock splits, mergers, consolidations or other
reorganizations), provided that, (subject to the shareholder election
provided in the next sentence) a share of the Corporation's Common
Stock shall be a Registrable Security only for so long as such share
continues to be a Restricted Security. A share of the Corporation's
Common Stock ceases to be a "Restricted Security" when it has been
effectively registered under the Securities Act and disposed of in
accordance with the Registration Statement covering it, and
(b) Holders of Registrable Securities. A Person is deemed to be a
"holder" of Registrable Securities for purposes of this Agreement
whenever such Person owns Registrable Securities or has the right
to acquire such Registrable Securities, whether or not such acquisition
has actually been effected and disregarding any legal restrictions upon
the exercise of such right.
3. Registration of Registrable Securities.
(a) Upon the written request of the Shareholder to register at least 50%
of the Registrable Securities owned by Shareholder, the Corporation shall
within ninety (90) days of such request file a registration statement on any
appropriate form under the Securities Act. The Corporation shall use its
best efforts to cause such Registration to become effective as promptly
as possible after such filing and thereafter to keep such Registration
continuously effective, and to prevent the happening of any event of
the kind described in Section 4(c)(2)-(5) hereof that requires the Corporation
to give notice pursuant to the last paragraph of Section 4 hereof, for a period
(the "Applicable Period") of two years from the date on which the SEC
declares the Registration effective or such shorter period which will terminate
when all the Registrable Securities covered by the Registration have been
sold pursuant to such Registration or under Rule 144.
(b) The Shareholder shall advise the Corporation in such written request
of the proposed method of distribution.
(c) Notwithstanding the foregoing, the Corporation may postpone the filing
of a registration statement (for a period not exceeding 90 days) if its
Board of Directors or the Executive Committee thereof in good faith
determines that the filing or the distribution of the Registrable Securities
will adversely interfere with a public offering by the Corporation or
with a financing, acquisition, corporate reorganization or similar
corporate transaction.
4. Registration Procedures.
In connection with the registration of Registrable Securities
pursuant to Section 3 hereof, the Corporation will use its best efforts
to effect such registration to permit the sale of such Registrable
Securities in accordance with the intended method or methods
of distribution by the selling holders thereof and accordingly will:
(a) prepare and file with the SEC, as soon as practicable, a Registration
Statement or Registration Statements on any appropriate form under the
Securities Act, which form shall be available for the sale of the Registrable
Securities to be covered thereby in accordance with the intended method
or methods of distribution by the selling holders thereof and shall include
all financial statements required by the SEC to be filed therewith;
provided that before filing a Registration Statement or any amendments
or supplements thereto or Prospectus, including in each case documents
incorporated by reference, the Corporation will furnish to the holders
of the Registrable Securities covered by such Registration Statement
and the underwriters, if any, copies of all such documents at least five
business days prior to the day they are proposed to be filed, which
documents will be subject to the reasonable review of the Shareholder
and/or his underwriters, and the Corporation will not file any
Registration Statement or any amendment or supplement thereto or any
Prospectus (including in each case such documents as are incoporated
by reference) to which the Shareholder or the underwriters, if any,
shall reasonably object;
(b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep
the Registration Statement effective for the Applicable Period; cause the
Prospectus used in connection therewith to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the Applicable
Period in accordance with the intended method or methods of distribution
by the selling holders thereof set forth in such Registration Statement as
amended or supplement to the Prospectus used in connection therewith;
(c) notify the selling holders of Registrable Securities and the managing
underwriters, if any, promptly, and (if requested by any such Person)
confirm such advice in writing, (1) when the Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with
respect to the Registration Statement or any post-effective amendment,
when the same has become effective, (2) of any request by the SEC for
amendments or supplements to the Registration Statement or the
Prospectus or for additional information, (3) of the issuance by the SEC
of any stop order suspending the effectiveness of the Registration Statement
or the initiation of any proceedings for that purpose, (4) of the receipt
by the Corporation of any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceedings for
such purpose, and (5) of the happening of any event which makes
any statement made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated
therein by reference untrue or which requires the making of any changes
in the Registration Statement, the Prospectus or any document incorporated
therein by reference in order to make the statements therein not misleading;
(d) upon the occurrence of any event contemplated by paragraph (c)(5)
above, prepare a supplement or post-effective amendment to the Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities, the Prospectus will not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading;
(e) use its best efforts to obtain the withdrawal at the earliest possible time
of any order suspending or preventing the use of any Prospectus or
suspending the effectiveness of the Registration Statement or any
amendment or supplement thereto or suspending the qualification of any
of the Corporation's Common Stock included in such Registration
Statement for sale in any jurisdiction;
(f) furnish each selling holder of Registrable Securities and each managing
underwriter, if any, without charge, at least one signed copy of the
Registration Statement and every post-effective amendment thereto,
including financial statements and schedules, all documents incorporated
therein by reference, and all exhibits (including those incorporated
by reference);
(g) deliver to each selling holder of Registrable Securities and the
underwriters, if any, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) and any amendment or
supplement thereto as such Persons may reasonably request; consent
to the use of the Prospectus or any amendment or supplement thereto
by each of the selling holders of Registrable Securities and the
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment
or supplement thereto;
(h) prior to any public offering of Registrable Securities, register or
qualify or cooperate with the selling holders of Registrable Securities, the
underwriters, if any, and their respective counsel on a best efforts basis
to register or qualify such Registrable Securities for offer and sale under
the securities or blue sky laws of such jurisdictions as any selling holder
or underwriter reasonably requests in writing and do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by the Registration
Statement; provided that the Corporation will not be required to qualify
generally to do business in any jurisdiction where it is not then so
qualified;
(i) cooperate with the selling holders of Registrable Securities and the
managing underwriters, if any, to facilitate the timely preparation
and delivery of certificates representing Registrable Securities
to be sold and not bearing any restrictive legends; enable such
Registrable Securities to be in such denominations and registered in
such names as the selling holders or managing underwriters may
request at least two business days prior to any sale of Registrable
Securities to the underwriters;
(j) provide a CUSIP number for all Registrable Securities, not
later than the effective date of the applicable registration;
(k) enter into such agreements (including any underwriting agreements)
and take all such other actions as the Shareholder may reasonably require
in order to expedite or facilitate the disposition of such Registrable
Securities and in such connection, whether or not an underwriting
agreement is entered into and whether or not the registration is an
underwritten registration (1) make such representations and warranties
to the holders of such Registrable Securities and the underwriters, if any,
in form, substance and scope as are customarily made by issuers comparable
to the Corporation to underwriters in primary underwritten offerings;
(2) obtain opinions of counsel to the Corporation and updates thereof
[which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any, and the
Shareholder] addressed to each selling holder and the underwriters,
if any, covering the matters customarily covered in opinions requested
in underwritten offerings and such other matters as may be reasonably
requested by such holders and underwriters; (3) obtain "cold comfort"
letters and updates thereof from the Corporation's independent certified
public accountants addressed to the selling holders of Registrable
Securities and the underwriters, if any, such letters to be in customary
form and covering such matters of the type customarily covered in
"cold comfort" letters and as the Shareholder and underwriters, if any,
shall reasonably require; and (4) deliver such documents and certificates
as may be requested by the Shareholder and/or his Shareholder
Representatives and the managing underwriters, if any, to evidence
compliance with clause (1) above and with any customary conditions
contained in the underwriting agreement or other agreement entered into
by the Corporation, provided that if an underwriting agreement is entered
into, the same shall set forth in full the indemnification provisions and
procedures of Section 6 hereof with respect to all parties to be indemnified
pursuant to said Section. The above shall be done at each closing under
such underwriting or similar agreement or as and to the extent required
thereunder;
(l) make available for inspection by the Shareholder and/or his
Shareholder Representatives, any underwriter, or any attorney
or accountant retained by the Shareholder or any underwriter, all financial
and other records, pertinent corporate documents and properties of the
Corporation, and cause the Corporation's officers, directors and employees
to supply all information reasonably requested by any such representative,
underwriter, attorney or accountant in connection with such registration;
provided, that any records, information or documents that are designated by
the Corporation in writing as confidential shall be kept confidential by such
Persons unless disclosure of such records, information or documents
is required by court or administrative order to become publicly available
or becomes publicly available without the fault of such Person;
(m) otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC, and make generally available to its security
holders earnings statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder, as soon as practicable but
in any event no later than 45 days after the end of any 12-month period
(or 90 days, if such period is a fiscal year) (1) commencing
at the end of any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm or best efforts Underwritten Offering, or (2) if not
sold to underwriters in such an offering, beginning with the first month
of the Corporation's first fiscal quarter commencing after the effective
date of the Registration Statement, which statements shall cover said
12-month periods; and
(n) permit any selling holder of Registrable Securities which holder
believes he, she or it may be deemed to be an underwriter to require the
insertion in the Registration Statement, Prospectus, preliminary prospectus,
or any supplement or amendment thereto, any material which in such
holder's reasonable judgment should be inserted therein, provided that such
material be furnished under circumstances as shall cause it to be subject
to the indemnification provisions of Section 6(b) hereto and provided that
the Corporation shall not be required to insert any material that it
believes to contain any untrue statement of a material fact or any omission
of a material fact required to be stated therein or necessary to make
the statements therein not misleading.
The Corporation may require such holder of Registrable Securities as
to which any registration is being effected to furnish to the Corporation
such information regarding the distribution of such securities as the
Corporation may from time to time reasonably request in writing.
Each holder of Registrable Securities agrees by reason of its acquisition
and holding of such Registrable Securities that, upon receipt of any notice
from the Corporation of the happening of any event of the kind described
in Section 4(c) (2)-(5) hereof, such holder will forthwith discontinue
disposition of Registrable Securities until such holder's receipt of the
copies of the supplemented or amended Prospectus contemplated by
Section 4(d) hereof, or until it is advised in writing (the "Advice") by the
Corporation that the use of the Prospectus may be resumed, and, if so
directed by the Corporation in writing, such holder will deliver to the
Corporation (at the Corporation's expense) all copies, other than permanent
file copies than in such holder's possession, of the Prospectus covering
such Registrable Securities current at the time of receipt of such notice.
5. Registration Expenses.
(a) Except as such expenses provided in Section 5(b) below regarding
the expenses incident to the Corporation's performance of or
compliance with Section 3 of this Agreement are to be borne by
the Corporation, all expenses, commissions, fees or discounts of
underwriters, selling brokers, dealer managers or similar securities
industry professionals relating to the distribution of the Registrable
Securities and legal expenses of any Person other than the Corporation
will be borne by the holders of Registrable Securities, regardless of
whether the Registration Statement becomes effective.
(b) All expenses incident to the Corporation's performance of or
compliance with this Agreement including without limitation all
registration and filing fees, fees with respect to listings or filings
required to be made with the National Association of Securities
Dealers ( NASD ), major stock exchanges, fees and expenses of
compliance with securities or Blue Sky laws, printing expenses,
messenger, telephone and delivery expenses, fees and disbursements
of counsel for the Corporation and of all independent certified public
accountants of the Corporation (including the expenses of any special
audit and "cold comfort" letters required by or incidental to such
performance), and securities acts liability insurance if the Corporation
so desires, and reasonable fees and expenses of other
Persons retained by the Corporation in connection with the registration,
will be borne by the Corporation.
6. Indemnification.
(a) Indemnification by the Corporation. The Corporation agrees to
indemnify and hold harmless, to the full extent permitted by law, each
holder of Registrable Securities, against all losses, claims, damages,
liabilities and expenses (including reasonable attorney's fees and
disbursements) caused by (i) any violation of law by the Corporation
in connection with or any breach by the Corporation of its undertakings
hereunder or (ii) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement or any amendment or
supplement thereto, Prospectus, preliminary prospectus or amendment
or supplement thereto, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or
contained in any information furnished in writing to the Corporation by
such holder expressly for use therein or by such holder's failure to deliver
a copy of the Registration Statement or Prospectus or any amendment or
supplement thereto after the Corporation has furnished such holder with
a sufficient number of copies of the same. The Corporation will also
indemnify underwriters, selling brokers, dealer-managers and similar
securities industry professionals participating in the distribution, their
officers and directors and each Person who controls such persons (within
the meaning of the Securities Act) to the same extent as provided
above with respect to the indemnification of the holders of Registrable
Securities, if requested.
(b) Indemnification by Holders of Registrable Securities. In connection
with the Registration, each holder of Registrable Securities will furnish
to the Corporation in writing such information and affidavits as the
Corporation reasonably requests in connection with any Registration
Statement or Prospectus and agrees to indemnify and hold harmless, to
the full extent permitted by law, the Corporation, its directors and
officers and each Person who controls the Corporation (within the
meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including reasonable attorney's fees and
disbursements) resulting from any untrue statement of a material
fact contained in the Registration Statement, Prospectus, preliminary
prospectus, amendment or supplement thereto, or any omission of a
material fact required to be stated in the Registration Statement or Prospectus
or preliminary prospectus necessary to make the statements therein not
misleading, to the extent, but only the extent, that such untrue statement
or omission is contained in any information or affidavit so furnished in
writing by such holder to the Corporation specifically for inclusion in
such Registration Statement, Prospectus, preliminary prospectus,
amendment or supplement thereto. The Corporation shall be entitled
to receive indemnities from underwriters, selling brokers, dealer--managers
and similar securities industry professionals participating in the
distribution, to the same extent as provided above with respect to
information so furnished in writing by such Person specifically for
the inclusion in any Prospectus or Registration Statement.
(c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks
indemnification and (ii) permit such indemnifying party to assume
the defense of such claims with counsel reasonably satisfactory to
the indemnified party, provided, however, that any Person entitled to
indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claims, but the fees
and expense of such counsel shall be at the expense of such Person
unless (a) the indemnifying party has agreed to pay such fees or
expenses, or (b) the indemnifying party shall have failed to assume
the defense of such claim and employ counsel reasonably satisfactory
to such Person, or (c) in the reasonable judgment of any such Person,
based upon advice of its counsel, a conflict of interest may exist
between such Person and the indemnifying party with respect to such
claims (in which case, if the Person notifies the indemnifying party in
writing that such Person elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right
to assume the defense of such claim on behalf of such Person). If such
defense is not assumed by the indemnifying party, the indemnifying party
will not be subject to any liability for any settlement made by the indemnified
party without its consent (but such consent will not be unreasonably withheld).
No indemnifying party will be required to consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the indemnified party of a
release from all liability in respect to such claim or litigation. An
indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim will not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect
to such claim, in which event the indemnifying party shall be obligated to
pay the fees and expenses of such additional counsel or counsels.
(d) Contribution. If for any reason the indemnification provided for
in Sections 6(a) and (b) is unavailable to an indemnified party or
insufficient to hold it harmless as contemplated by Sections 6(a) and
(b), then the indemnifying party shall contribute to the amount paid
or payable by the indemnified party as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect the
relative fault of the indemnified party and the indemnifying party,
as well as any other relevant equitable considerations, provided that
no selling holder shall be required to contribute an amount greater
than the dollar amount of the proceeds received by such selling
holder with respect to the sale of the shares of the Corporation's
Common Stock giving rise to the claim.
(e) Survival of Indemnification Obligation. The indemnifications
provided for under this Agreement will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified
party or the controlling Person of each indemnified party and will
survive the transfer of the Registrable Securities.
7. Rule 144.
In addition to its other obligations hereunder, the Corporation shall file
the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC
thereunder (or, if the Corporation is not required to file such reports,
it will, upon the request of any holder of Registrable Securities made
after the Closing Date, make publicly available other information so long
as necessary to permit sales pursuant to Rule 144 under the Securities Act),
and it will take such further action as any holder of the Registrable
Securities may reasonably request, all to the extent required from time
to time to enable such holder to sell the Corporation's Common Stock
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC. Upon the request of any holder of
Registrable Securities, the Corporation will deliver to such holder a
written statement as to whether it has complied with such information
and requirements.
8. Participation in Underwritten Registrations.
If any of the Registrable Securities covered by the Registration Statement
filed pursuant to Section 3 above are to be sold in an Underwritten Offering,
the investment banker or investment bankers and manager or managers
who will administer the offering will be selected by the holders of a majority
of the outstanding shares of such Registrable Securities included in such
offering, provided that such investment bankers and managers must be
reasonably satisfactory to the Corporation.
No Person may participate in any unwritten registration hereunder
unless such Person (a) agrees to sell such Person's securities on the basis
provided in any underwriting arrangements approved by the Person
entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the
terms of such underwriting arrangements, provided that no selling holder
of Registered Securities in any underwritten registration shall be required
to make any representation or warranty to the Corporation or the
underwriters other than representations and warranties regarding such
holder and such holder's intended method of distribution. Nothing in this
Section 8 shall be construed to create any additional rights regarding
the registration of Registrable Securities in any Person otherwise than
as set forth therein.
9. Miscellaneous.
(a) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be waived, amended,
modified or supplemented except by a written instrument signed on behalf
of the Corporation and the Shareholder making specific reference to this
agreement and expressing the intention to waive, amend, modify or
supplement it.
(b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery,
registered or certified first-class mail, telex, telecopier, or air courier
guaranteeing overnight delivery. All such notices and communications
shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five business days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when
receipt acknowledged, if by facsimile transmission; and on the next
business day if timely delivered to an air courier guaranteeing
overnight delivery.
(a)
If to SHAREHOLDER:
00000 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention:
Real Xxxxxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
with a copy (not constituting notice) to:
Xxxxxx and Xxxxx, LLP
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention:
Xxxxxxx X. Xxxxxx, Esq.
Telephone:
000-000-0000
Facsimile:
000-000-0000
(b)
If to LEAPFROG SMART PRODUCTS, INC.:
000 Xxxxxxx Xxxxxx, Xxxx. 0
Xxxxxxx, XX 00000
Attention:
Xxxxxxxx Xxxxxx
Telephone:
000-000-0000
Facsimile:
000-000-0000
with a copy (not constituting notice) to:
Xxxxxx & Xxxxxxx, P.C.
0000 Xxxxx Xxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Attention:
Xxxx X. Xxxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
and
Xxxxxxx Xxxx & Company, LLC
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention:
Xxxxx X. Xxxxxxx, III
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
(c) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express
assignment, each subsequent holder of Registrable Securities.
The Corporation shall be entitled to rely on the directions of the
Shareholder herein until receipt of notice from them as to the due
appointment of a successor.
(d) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate 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.
(e) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning of
any provision hereof.
(f) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Florida.
(g) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any provision in any other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
(h) Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There
are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein. This Agreement supersedes
all prior agreements and understandings between the parties with
respect to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
LEAPFROG SMART PRODUCTS, INC.,
f/k/a ALBARA CORPORATION
_____________________________________
By:
Xxxxxxxx Xxxxxx
Its:
CEO
THE SHAREHOLDER
_____________________________________
By:
Real Xxxxxxxxxx
