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EXHIBIT 3
REGISTRATION RIGHTS ASSIGNMENT
AND INDEMNIFICATION AGREEMENT
REGISTRATION RIGHTS ASSIGNMENT AND INDEMNIFICATION AGREEMENT
(this "Agreement"), dated as of April 4, 1997, among Osicom Technologies, Inc.,
a New Jersey corporation (the "Issuer"), Asia Broadcasting and Communications
Network, Ltd., a Bermuda corporation (the "Assignor"), and Credit Agricole
Lazard Financial Products Bank (the "Bank").
WHEREAS, the Assignor holds 674,419 shares of common stock of
the Issuer(the "Shares");
WHEREAS, the Bank and the Assignor have entered into a Loan
Agreement, dated as of April 4, 1997 (together with the Promissory Note
attached thereto, the "Loan Agreement"), pursuant to which the Lender will make
the Loan (as defined in the Loan Agreement) to the Assignor;
WHEREAS, the Assignor has granted a security interest in the
Shares in favor of the Bank pursuant to a Pledge and Security Agreement, dated
as of April 4, 1997, between the Bank and the Assignor, as security for the
obligations of the Assignor to the Bank (the "Pledge Agreement");
WHEREAS,the Issuer has granted to the Assignor certain
registration rights with respect to the Shares pursuant to the Share Purchase
Agreement, dated as of March 20, 1997, between the Issuer and the Assignor (the
"Share Purchase Agreement");
WHEREAS, in consideration of the Bank entering into the Loan
Agreement, the Assignor wishes to assign its rights in and to the Share
Purchase Agreement to the Bank; and
WHEREAS, the Issuer has agreed to such assignment, and to
cooperate with the Bank in the exercise by the Bank of its rights in connection
therewith.
NOW, THEREFORE, the parties hereto agree as follows:
1. Certain Definitions. Unless otherwise defined
herein, terms defined in the Pledge Agreement shall have such defined meanings
when used herein.
2. Assignment. Notwithstanding Section 9.1 of the Share
Purchase Agreement or anything else to the contrary therein, the Assignor
hereby transfers, sets over and assigns all of its right, title and interest in
and to the Share Purchase Agreement, including, without limitation on the
foregoing or on Section 4 below, all rights to indemnification and contribution
thereunder, to the Bank, and, without limitation on the foregoing, agrees that
the
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Bank may rely on and exercise all registration rights granted therein to the
Assignor with respect to the Shares.
3. Cooperation By Issuer. Notwithstanding Section 9.1
of the Share Purchase Agreement or anything else to the contrary therein, the
Issuer agrees to cooperate as reasonably requested by the Bank in connection
with the assignment made herein, including, without limitation, in the exercise
of remedial rights by the Bank with respect to the Shares pursuant to the
Pledge Agreement.
4. Indemnification and Contribution. (a) The Issuer
agrees to indemnify and hold harmless the Bank, the directors, officers,
employees and agents of the Bank and each person who controls the Bank within
the meaning of either the Securities Act of 1933 (the "1933 Act") or the
Securities Exchange Act of 1934 (the "1934 Act") against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the 1933 Act, the 1934 Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions or investigations or
proceedings commenced or threatened by any governmental agency or body in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement on
FormS-3 to be filed with the Securities and Exchange Commission with respect to
the Shares, or in any prospectus contained therein, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading,and agrees to reimburse each such indemnified party,as incurred, for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending against any such action, investigation or
proceeding.
(b) Promptly after receipt by an indemnified party under
this Section 4 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the Issuer
under this Section 4, notify the Issuer in writing of the commencement thereof;
but the failure so to notify the Issuer (i) will not relieve it from liability
under paragraph (a) above unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the Issuer of
substantial rights and defenses and (ii) will not, in any event, relieve the
Issuer from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) above.
(c) The Issuer shall be entitled to appoint counsel of
its choice at its expense to represent the indemnified party in any action for
which indemnification is sought; provided, however, that such counsel shall be
satisfactory to the indemnified party.
5. No Waiver of Rights; Remedies Cumulative. No failure
or delay in exercising any right, power or privilege in respect of this
Agreement will be presumed to operate as a waiver, and a single or partial
exercise of any right, power or privilege will not be presumed to preclude any
subsequent or further exercise, of that right, power or privilege or the
exercise of any other right, power or privilege. The rights, powers, remedies
and privileges provided in this Agreement are cumulative and not exclusive of
any rights, powers, remedies and privileges provided by law.
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6. Transfer; Amendments; Applicable Law. (a)
Neither this Agreement, nor any interest or obligation in or under this
Agreement, may be transferred by the Issuer or the Assignor, and any purported
transfer without the consent of the Bank will be void for all purposes.
(b) This Agreement and all obligations of each party
hereunder shall be binding upon the permitted successors and assigns
of such party, and shall, together with the rights and remedies of the
other party hereunder, inure to the benefit of such other party and its
respective permitted successors and assigns (which assigns, in the case
of the Bank, may include Caisse Nationale de Credit Agricole or any
affiliate thereof).
(c) No amendment, modification or waiver in respect of
this Agreement will be effective unless in writing (including a writing
evidenced by a facsimile transmission) and executed by each of the
parties or confirmed by an exchange of telexes.
(d) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO CHOICE OF LAW RULES).
7. Lazard Disclaimer. The Issuer and the Assignor are
hereby notified that and acknowledge that none of Lazard Freres et Cie, Lazard
Freres & Co.,LLC, Lazard Brothers & Co. Limited or any of their partners,
officers, employees or any of their subsidiaries or associates have any
responsibility of any kind for any of the debts, liabilities or other
obligations of the Bank, or to ensure its solvency or to make any contribution
to its assets as a result of its becoming insolvent, notwithstanding their
interests in its shares, representation on its board and rights to use the
Lazard name.
8. Notices. Any notice or other communication in
respect of this Agreement shall be in writing, and shall be deemed to have
been validly served, given or delivered upon receipt after transmittal by hand
or by Federal Express or similar service providing confirmation of delivery, or
five Business Days after deposit in the United States mails, registered first
class mail, with proper postage prepaid, and addressed to the party to be
notified at the following addresses (or such other address as such party shall
designate in a notice delivered to the other party hereunder):
if to the Bank, at: Credit Agricole Lazard
Financial Products Bank
000 Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attn: Xxxxxxx Xxxxxx
if to the Issuer, at: Osicom Technologies, Inc.,
0000 00xx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Attn: Par Xxxxxx
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if to the Assignor, at: Asia Broadcasting and
Communications Network, Ltd.
000/00-00 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxx 00000
Xxxxxxxx
Attn: Vorathep Chotinuchit
9. Counterparts. This Agreement (and each amendment,
modification and waiver in respect of it) may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be
deemed an original document.
10. Headings. The headings used in this Agreement are
for convenience of reference only and are not to affect the construction of or
be taken into consideration in interpreting this Agreement.
11. Agents. The Bank may execute any of its duties
hereunder by or through agents or employees. The Bank may consult with legal
counsel and any action taken or suffered in good faith in accordance with the
advice of such counsel shall be full justification and protection to it.
12. Jurisdiction. All judicial proceedings brought
against the Assignor or the Issuer with respect to this Agreement may be
brought in any state or Federal court of competent jurisdiction in the City of
New York in the State of New York. By execution and delivery of this
Agreement, the Issuer and the Assignor each accepts for itself, and in
connection with its respective properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to
be bound by any judgment rendered thereby, subject to the right of appeal. The
Issuer and the Assignor each irrevocably waives any right it may have to assert
the doctrine of forum non conveniens or to object to venue to the extent any
proceeding is bought in accordance with this Section 12.
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IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Assignment and Indemnification Agreement to be executed and
delivered as of the date first above written.
CREDIT AGRICOLE LAZARD FINANCIAL
PRODUCTS BANK
By: /s/ Phillipe Magistretti
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Name: Phillipe Magistretti
Title:
OSICOM TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Director
ASIA BROADCASTING AND
COMMUNICATIONS, LTD.
By: /s/ Xxxxxxxxxxx Xxxxx
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Name: Xxxxxxxxxxx Xxxxx
Title: Chief Executive Officer
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