Exhibit 4.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of March 11,
2003, is between Integrated Security Systems, Inc., a Delaware corporation (the
"Company"), and BFS US SPECIAL OPPORTUNITIES TRUST PLC, a public limited company
registered in England and Wales ("BFS US").
WITNESSETH:
WHEREAS, the Company has issued to BFS US five-year warrants to purchase
1,250,000 shares of Common Stock ("Common Stock"), such shares, together with
all other shares of Common Stock heretofore or hereafter issued to BFS US or
issuable to BFS US upon conversion or exercise of the Company's securities,
hereinafter referred to as the "Registrable Shares";
WHEREAS, the Registrable Shares have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and, as an inducement to
BFS US, the Company has agreed to grant to BFS US certain registration rights
with respect to the Registrable Shares as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Demand Registration.
(a) The Company hereby agrees to use its best efforts to
register all or any portion of the Registrable Shares on one (1)
occasion upon receipt of a written request from a holder (the "Holder"
or "Holders") of record of the Registrable Shares that the Company file
a registration statement under the 1933 Act covering the registration of
the Registrable Shares then outstanding. The Company shall, within
twenty (20) days of its receipt thereof, give written notice of such
request to all holders of record of Registrable Shares. The Holders of
said Registrable Shares shall then have fifteen (15) days from the date
of mailing of such notice by the Company to request that all or a
portion of their respective Registrable Shares be included in said
registration.
(b) If the Holders intend to distribute the Registrable
Shares covered by their request by means of an underwriting, they shall
so advise the Company as a part of their request made pursuant to this
Agreement, and the Company shall include such information in the written
notice to the other Holders of Registrable Shares referred to in Section
1(a) above. In such event, the right of any Holder to include its
Registrable Shares in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Shares in the underwriting (unless otherwise
mutually agreed by the Company, the underwriter, the Initiating Holder
and such Holder) is limited to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Section 3(a) below) enter into
an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by mutual agreement of the
Company and the Initiating Holder, which agreement shall not be
unreasonably withheld. Notwithstanding any other provision of this
Section 1, if the underwriter advises the Initiating Holder and the
Company in writing that marketing factors require a limitation of the
number of shares to be underwritten, then the Initiating Holder shall so
advise all Holders of Registrable Shares which would otherwise be
underwritten pursuant hereto, and the number of shares of Registrable
Shares that may be included in the underwriting shall be allocated on a
pro rata basis among all Holders that have requested to participate in
such registration.
(c) Each such registration shall remain effective for a
period of one hundred eighty (180) days, unless the Initiating Holder
requests that such registration be terminated prior to the expiration of
such period.
(d) If, after a registration statement becomes effective, the
Company advises the Holders that the registration statement is required
to be amended under applicable federal securities laws, the Holders
shall suspend any further sales of their Registrable Shares, until the
Company advises them that the registration statements has been amended,
but not more than thirty (30) days. The one hundred eighty (180)-day
time period referred to in subsection (c) during which the registration
statement must be kept current after its effective date shall be
extended for an additional number of business days equal to the number
of business days during which the right to sell the Registrable Shares
was suspended pursuant to the preceding sentence.
(e) The Company shall have the right to exclude an
underwriter not reasonably acceptable to it.
2. "Piggy-Back Registration.
If the Company proposes to register any of its capital stock under the
1933 Act in connection with the public offering of such securities for its own
account or for the account of its security Holders, other than Holders of
Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"),
except for (i) a registration relating solely to the sale of securities to
participants in the Company's stock plans or employee benefit plans or (ii) a
registration relating solely to an transaction for which Form S-4 may be used,
then:
(a) the Company shall give written notice of such
determination to each Holder of Registrable Shares, and each such Holder
shall have the right to request, by written notice given to the Company
within fifteen (15) days of the date that such written notice was mailed
by the Company to such Holder, that a specific number of Registrable
Shares held by such Holder be included in the Piggy-Back Registration
Statement (and related underwritten offering, if any);
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(b) If the Piggy-Back Registration Statement relates to an
underwritten offering, the notice given to each Holder shall specify the
name or names of the managing underwriter or underwriters for such
offering. In addition, such notice shall also specify the number of
securities to be registered for the account of the Company and for the
account of its shareholders (other than the Holders of Registrable
Shares), if any;
(c) If the Piggy-Back Registration Statement relates to an
underwritten offering, each Holder of Registrable Shares to be included
therein must agree (i) to sell such Holder's Registrable Shares on the
same basis as provided in the underwriting arrangement approved by the
Company, and (ii) to timely complete and execute all questionnaires,
powers of attorney, indemnities, hold-back agreements, underwriting
agreements and other documents required under the terms of such
underwriting arrangements or by the SEC or by any state securities
regulatory body;
(d) If the managing underwriter or underwriters for the
underwritten offering under the Piggy-Back Registration Statement
determines in writing that inclusion of all or any portion of the
Registrable Shares in such offering would materially and adversely
affect the ability of the underwriters for such offering to sell all of
the securities requested to be included for sale in such offering, the
aggregate number of Registrable Shares that may be sold by the Holders
shall be limited to such number of Registrable Shares, if any, that the
managing underwriter or underwriters determine may be included therein
without such adverse effect, as provided below. If the number of
securities proposed to be sold in such underwritten offering exceeds the
number of securities that may be sold in such offering, there shall be
included in the offering, first, up to the maximum number of securities
to be sold by the Company for its own account, and, second, the balance,
if any, of the Registrable Shares requested to be included therein by
the Holders;
(e) Holders of Registrable Shares shall have the right to
withdraw their Registrable Shares from the Piggy-Back Registration
Statement, but if the same relates to an underwritten offering, they may
only do so during the time period and on the terms agreed upon among the
underwriters for such underwritten offering and the Holders of
Registrable Shares;
(f) The Holders will advise the Company at the time a
registration becomes effective whether the Registrable Shares included
in the registration will be underwritten or sold directly by the
Holders;
(g) All demand and piggy-back registration rights of the
Holders shall terminate when all of the Registrable Shares then
outstanding may be sold pursuant to Rule 144(k).
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3. Obligations of the Company.
Whenever required to effect the registration of any Registrable Shares
pursuant to this Agreement, the Company shall, as expeditiously as reasonably
possible;
(a) Prepare and file with the SEC a registration statement
with respect to such Registrable Shares and use all reasonable efforts
to cause such registration statement to become effective, and keep such
registration statement effective until the sooner of all such
Registrable Shares having been distributed, or until one hundred twenty
(120) days have elapsed since such registration statement became
effective (subject to extension of this period as provided below);
(b) Prepare and file with the SEC 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 1933 Act with respect to the
disposition of all securities covered by such registration statement, or
one hundred twenty (120) days have elapsed since such registration
statement became effective (subject to the extension of this period as
provided below);
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Shares owned by them;
(d) Use all reasonable efforts to register and qualify the
securities covered by such registration statement under such other
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 as
a broker-dealer in any states or jurisdictions or to do business or to
file a general consent to service of process in any such states or
jurisdictions;
(e) In the event of any underwritten public offering, enter
into an underwriting agreement with the managing underwriter of such
offering, in usual and customary form reasonably satisfactory to the
Company and the Holders of a majority of the Registrable Shares to be
included in such offering;
(f) Notify each Holder of Registrable Shares covered by such
registration statement, at any time when a prospectus relating thereto
and covered by such registration statement is required to be delivered
under the 1933 Act, 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 the light of the circumstances
then existing; and
(g) In the event of the notification provided for in Section
3(f) above, the Company shall use its best efforts to prepare and file
with the SEC (and to provide copies thereof to the Holders) as soon as
reasonably possible an amended prospectus complying with the 1933 Act,
and the period during which the prospectus referred to in the notice
provided for in Section 3(f) above cannot be used and the time period
prior to the use of the amended prospectus referred to in this Section
3(g) shall not be counted in the one hundred twenty (120)-day period of
this Section 3.
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4. Furnish Information.
(a) It shall be a condition precedent to the obligations of
the Company that the selling Holders shall furnish to the Company any
and all information reasonably requested by the Company, its officers,
directors, employees, counsel, agents or representatives, the
underwriter or underwriters, if any, and the SEC or any other
Governmental Authority, including, but not limited to: (i) such
information regarding themselves, the Registrable Shares held by them,
and the intended method of disposition of such securities, as shall be
required to effect the registration of their Registrable Shares; and
(ii) the identity of and compensation to be paid to any proposed
underwriter or broker-dealer to be employed in connection therewith.
(b) In connection with the preparation and filing of each
registration statement registering Registrable Shares under the 1933
Act, the Company shall give the Holders of Registrable Shares on whose
behalf such Registrable Shares are to be registered and their
underwriters, if any, and their respective counsel and accountants, such
access to copies of the Company's records and documents and such
opportunities to discuss the business of the Company with its officers
and the independent public accountants who have certified its financial
statements as shall be necessary or appropriate to conduct a due
diligence investigation, within the meaning of the 1933 Act.
5. Expenses of Registration.
All expenses, other than underwriting discounts and commissions
applicable to the Registrable Shares sold by selling Holders, incurred in
connection with the registration of the Registrable Shares pursuant to this
section, including, without limitation, all registration, filing and
qualification fees, printer's expenses, accounting and legal fees and expenses
of the Company and Holders, shall be borne by the Company.
6. Other Registration Rights.
No registration rights have been granted by the Company, other than as
set forth on the filings made by the Company with the SEC. The Company shall not
grant any registration rights in the future, without the consent of BFS US.
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7. Indemnification Regarding Registration Rights.
If any Registrable Shares are included in a registration statement
pursuant to this Agreement:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the officers and directors of
each Holder, any underwriter (as defined in the 0000 Xxx) for such
Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the 1933 Act or the Securities Exchange Act of
1934, as amended (the "1934 Act"), against any losses, claims, damages,
liabilities (joint or several) or any legal or other costs and expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action to which
they may become subject under the 1933 Act, the 1934 Act or state law,
insofar as such losses, claims, damages, costs, expenses or liabilities
(or actions in respect thereof) arise out of or are based upon any of
the following statements, omissions or violations (each a "Violation"):
(i) any untrue statement or alleged untrue statement of a material fact
with respect to the Company or its securities contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements therein;
(ii) the omission or alleged omission to state therein a material fact
with respect to the Company or its securities required to be stated
therein or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by the Company of the 1933 Act,
the 1934 Act, any state securities law or any rule or regulation
promulgated under the 1933 Act, the 1934 Act or any state securities
law. Notwithstanding the foregoing, the indemnity agreement contained in
this Section 7(a) shall not apply and the Company shall not be liable in
any such case for any such loss, claim, damage, costs, expenses,
liability or action to the extent that it arises out of or is based upon
a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such
registration by any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each Holder who
participates in a registration pursuant to the terms and conditions of
this Agreement shall indemnify and hold harmless the Company, each of
its directors and officers who have signed the registration statement,
each Person, if any, who controls the Company within the meaning of the
1933 Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the 1933 Act, the 1934 Act or any state
securities law, each of the Company's employees, agents, counsel and
representatives, any underwriter and any other Holder selling securities
in such registration statement, or any of its directors or officers, or
any person who controls such Holder, against any losses, claims,
damages, costs, expenses, liabilities (joint or several) to which the
Company or any such director, officer, controlling person, employee,
agent, representative, underwriter, or other such Holder, or director,
officer or controlling person thereof, may become subject, under the
1933 Act, the 1934 Act or other federal or state law, only insofar as
such losses, claims, damages, costs, expenses or liabilities or actions
in respect thereto arise out of or are based upon any Violation, in each
case only to the extent and only to the extent that such Violation
occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such. Each
such Holder will indemnify any legal or other expenses reasonably
incurred by the Company or any such director, officer, employee, agent
representative, controlling person, underwriter or other Holder, or
officer, director or of any controlling person thereof, in connection
with investigating or defending any such loss, claim, damage, liability
or action; provided, however, that the indemnity agreement contained in
this Section 7(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, costs, expenses, liability or action if such
settlement is effected without the prior written consent of the Holder.
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(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section
7, 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
the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party shall have the right to
retain its own counsel, with the reasonable fees and expenses of such
counsel to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or potential conflict of interests
between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any
such action shall not relieve the indemnifying party of its obligations
under this Section 7, except to the extent that the failure results in a
failure of actual notice to the indemnifying party and such indemnifying
party is materially prejudiced in its ability to defend such action
solely as a result of the failure to give such notice.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under this Section 7 in respect of
any losses, claims, damages, costs, expenses, liabilities or actions
referred to herein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages, costs, expenses, liabilities or actions in such proportion as
is appropriate to reflect the relative fault of the Company, on the one
hand and of the Holder, on the other, in connection with the Violation
that resulted in such losses, claims, damages, costs, expenses,
liabilities or actions. The relative fault of the Company, on the one
hand, and of the Holder, on the other, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement
of the material fact or the omission to state a material fact relates to
information supplied by the Company or by the Holder, and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
(e) The Company, on the one hand, and the Holders, on the
other, agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by a pro rata allocation or
by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a
result of losses, claims, damages, costs, expenses, liabilities and
actions referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any
reasonable legal or other expenses incurred by such indemnified party in
connection with defending any such action or claim. Notwithstanding the
provisions of this Section 7, neither the Company nor the Holders shall
be required to contribute any amount in excess of the amount by which
the total price at which the securities were offered to the public
exceeds the amount of any damages which the Company or each such Holder
has otherwise been required to pay by reason of such Violation. No
person guilty of fraudulent misrepresentations (within the meaning of
Section 11(f) of the 0000 Xxx) shall be entitled to contribution from
any person who is not guilty of such fraudulent misrepresentation.
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8. Reports Under the 1934 Act.
So long as the Company has a class of securities registered pursuant to
Section 13 of the 1934 Act, with a view to making available to the Holders the
benefits of Rule 144 promulgated under the 1933 Act ("Rule 144") and any other
rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to a
registration on Form S-3, if applicable, the Company agrees to use its
reasonable efforts to:
(a) Make and keep public information available, as those
terms are understood and defined in Rule 144, at all times;
(b) File with the SEC in a timely manner all reports and
other documents required of the Company under the 1933 Act and the 1934
Act;
(c) Furnish to any Holder, so long as the Holder owns any
Registrable Shares, (i) forthwith upon request a copy of the most recent
annual or quarterly report of the Company and such other SEC reports and
documents so filed by the Company, and (ii) such other information (but
not any opinion of counsel) as may be reasonably requested by any Holder
seeking to avail himself of any rule or regulation of the SEC which
permits the selling of any such securities without registration or
pursuant to such form.
9. Assignment of Registration Rights.
Subject to the terms and conditions of this Agreement and the right to
cause the Company to register Registrable Shares pursuant to this Agreement may
be assigned by Holder to any transferee or assignee of such securities; provided
that said transferee or assignee is a transferee or assignee of at least ten
percent (10%) of the Registrable Shares and provided that the Company is, within
a reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; and provided, further, that
such assignment shall be effective only if immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the 1933 Act; it being the intention that so long as Holder
holds any Registrable Shares hereunder, either Holder or its transferee or
assignee of at least ten percent may exercise the registration rights hereunder.
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10. Other Matters.
(a) Each Holder of Registrable Shares hereby agrees by
acquisition of such Registrable Shares that, with respect to each
offering of the Registrable Shares, whether each Holder is offering such
Registrable Shares in an underwritten or nonunderwritten offering, such
Holder will comply with Regulation M or such other or additional
anti-manipulation rules then in effect until such offering has been
completed, and in respect of any nonunderwritten offering, in writing
will inform the Company, any other Holders who are selling shareholders,
and any national securities exchange upon which the securities of the
Company are listed, that the Registrable Shares have been sold and will,
upon the Company's request, furnish the distribution list of the
Registrable Shares. In addition, upon the request of the Company, each
Holder will supply the Company with such documents and information as
the Company may reasonably request with respect to the subject matter
set forth and described in this Section 10.
(b) Each Holder of Registrable Shares hereby agrees by
acquisition of such Registrable Shares that, upon receipt of any notice
from the Company of the happening of any event which makes any statement
made in the registration statement, the prospectus or any document
incorporated therein by reference, untrue in any material respect 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 in any material
respect, such Holder will forthwith discontinue disposition of
Registrable Shares under the prospectus related to the applicable
registration statement until such Holder's receipt of the copies of the
supplemented or amended prospectus, or until it is advised in writing by
the Company that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus.
11. Waivers and Modifications.
All modifications, consents, amendments or waivers (herein "Waivers") of
any provision of this Agreement shall be effective only if the same shall be in
writing by BFS US and then shall be effective only in the specific instance and
for the purpose for which given. No notice or demand given in any case shall
constitute a waiver of the right to take other action in the same, similar or
other instances without such notice or demand. No failure to exercise, and no
delay in exercising, on the part of BFS US, any right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise any other right. The rights of
BFS US hereunder shall be in addition to all other rights provided by law.
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12. Choice of Forum; Consent to Service of Process, and Jurisdiction.
Any suit, action or proceeding against the Company with respect to this
Agreement or any judgment entered by any court in respect thereof, may be
brought in the courts of the State of Texas, County of Dallas, or in the United
States federal courts located in the State of Texas, as BFS US in its sole
discretion may elect, and the Company hereby submits to the nonexclusive
jurisdiction of such courts for the purpose of any such suit, action or
proceeding. The Company hereby agrees that service of all writs, process and
summonses in any such suit, action or proceeding brought in the State of Texas
may be brought upon, and the Company hereby irrevocably appoints, the CT
Corporation System, Dallas, Texas, as its true and lawful attorney-in-fact in
the name, place and stead of the Company to accept such service of any and all
such writs, process and summonses. The Company hereby irrevocably waives any
objections which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
Note brought in such courts, and hereby further irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in any inconvenient forum.
13. Invalid Provisions.
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws during the term of this Agreement,
such provision shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable
provision shall be added as part of this Agreement a provision mutually
agreeable to the Company and BFS US as similar in terms to such illegal, invalid
or unenforceable provision as may be possible and be legal, valid and
enforceable. In the event the Company and BFS US are unable to agree upon a
provision to be added to this Agreement within a period of ten (10) business
days after a provision of this Agreement is held to be illegal, invalid or
unenforceable, then a provision acceptable to independent arbitrators, such to
be selected in accordance with the provisions of the American Arbitration
Association, as similar in terms to the illegal, invalid or unenforceable
provision as is possible and be legal, valid and enforceable shall be added
automatically to this Agreement. In either case, the effective date of the added
provision shall be the date upon which the prior provision was held to be
illegal, invalid or unenforceable.
14. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the
Company and BFS US and their respective successors, assigns and legal
representatives; provided, however, that the Company may not, without the prior
written consent of BFS US, assign any rights, powers, duties or obligations
thereunder.
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15. No Third Party Beneficiary.
The parties do not intend the benefits of this Agreement to inure to any
third party, nor shall this Agreement be construed to make or render BFS US
liable to any materialman, supplier, contractor, subcontractor, purchaser or
lessee of any property owned by the Company, or for debts or claims accruing to
any such persons against the Company. Notwithstanding anything contained herein,
no conduct by any or all of the parties hereto, before or after signing this
Agreement, shall be construed as creating any right, claim or cause of action
against BFS US, or any of its officers, directors, agents or employees, in favor
of any materialman, supplier, contractor, subcontractor, purchaser or lessee of
any property owned by the Company, nor to any other person or entity other than
the Company.
16. Entirety.
This Agreement and any other documents or instruments issued or entered
into pursuant hereto and thereto contain the entire agreement between the
parties and supersede all prior agreements and understandings, written or oral
(if any), relating to the subject matter hereof and thereof.
17. Headings.
Section headings are for convenience of reference only and, except as a
means of identification or reference, shall in no way affect the interpretation
of this Agreement.
18. Survival.
All representations and warranties made by the Company herein shall
survive delivery of the Notes and the making of the Loan.
19. Multiple Counterparts.
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same agreement, and any of the
parties hereto may execute this Agreement by signing any such counterpart.
20. Notices.
(a) Any notices or other communications required or permitted
to be given by this Agreement or any other documents and instruments
referred to herein must be (i) given in writing and personally
delivered, mailed by prepaid certified or registered mail, or sent by
overnight service, such as FedEx, or (ii) made by telex or facsimile
transmission delivered or transmitted to the party to whom such notice
or communication is directed, with confirmation thereupon given in
writing and personally delivered or mailed by prepaid certified or
registered mail.
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(b) Any notice to be mailed, sent, or personally delivered
shall be mailed or delivered to the principal offices of the party to
whom such notice is addressed, as that address is specified herein
below. Any such notice or other communication shall be deemed to have
been given (whether actually received or not) on the day it is mailed,
postage prepaid, or sent by overnight service, or personally delivered
or, if transmitted by telex or facsimile transmission, on the day that
such notice is transmitted; provided, however, that any notice by telex
or facsimile transmission, received by the Company or BFS US after 4:00
p.m., Dallas, Texas, time, at the recipient's address, on any day, shall
be deemed to have been given on the next succeeding business day. Any
party may change its address for purposes of this Agreement by giving
notice of such change to the other parties.
If to the Company to:
Integrated Security Systems, Inc.
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
(000) 000-0000
(000) 000-0000 (fax)
with a copy to:
Xxxxx X. Xxxx, Esq.7
Xxxxx X. Xxxx, Esq.
Xxxxxx and Xxxxx, LLP
0000 X. Xxxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to BFS US to:
BFS US Special Opportunities Trust PLC
c/o Renaissance Capital Group, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000-XX00
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxxxxx
President and Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxx, Esq.
Xxxxxxxxxxx & Xxxxxxxx LLP
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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Any notice delivered personally in the manner provided herein will be
deemed given to the party to whom it is directed upon the party's (or its
agent's) actual receipt. Any notice addressed and mailed in the manner provided
here will be deemed given to the party to whom it is addressed at the close of
business, local time of the recipient, on the fourth business day after the day
it is placed in the mail, or, if earlier, the time of actual receipt.
21. Governing Law.
THIS AGREEMENT HAS BEEN PREPARED, IS BEING EXECUTED AND DELIVERED, AND
IS INTENDED TO BE PERFORMED IN THE STATE OF TEXAS, AND THE SUBSTANTIVE LAWS OF
SUCH STATE AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA SHALL
GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THIS
AGREEMENT.
[The remainder of this page is intentionally left blank;
signature page follows.]
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
and year written above.
COMPANY:
INTEGRATED SECURITY SYSTEMS, INC.
By: /S/ C. A. XXXXXXX, JR.
---------------------------
C. A. Xxxxxxx, Chairman and
Chief Executive Officer
BFS US:
BFS US SPECIAL OPPORTUNITIES TRUST PLC
By: XXXXXXX XXXXXXXXX
---------------------------
Xxxxxxx Xxxxxxxxx, Director
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