EXHIBIT "C"
RENAISSANCE GOLF PRODUCTS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into as of the 24th
day of October, 1997, by and between RENAISSANCE GOLF PRODUCTS, INC., a Delaware
corporation, and AKA Charitable Remainder Unit Trust Number 1 (the "Holder"), a
holder of certain options (as hereinafter defined) to purchase shares of Common
Stock of the Company. In consideration of the mutual covenants set forth
herein, the parties agree as follows:
1. CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set
forth below:
(a) "Commission" shall mean the Securities and Exchange Commission.
(b) "Company" shall mean RENAISSANCE GOLF PRODUCTS, INC., a Delaware
corporation.
(c) "Demand Registration" shall mean a registration of Registrable Shares
requested by a Holder or Holders under Section 2(a) below.
(d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar successor federal statute and the rules and regulations
of the Commission promulgated thereunder.
(e) "Holder" shall mean AKA Charitable Remainder Unit Trust Number 1 or
any record holder of all or part of the of the Options on the Company's books.
(f) "Options" shall mean stock options to purchase 200,000 shares of the
Common Stock of RGPI at an exercise price of $1.50, 100,000 shares of the Common
Stock of RGPI at an exercise price of $2.00, and 100,000 shares of the Common
Stock of RGPI at an exercise price of $3.00, all of which are evidenced by Non-
Qualified Stock Option Agreements dated October 24, 1997.
(g) "Options Shares" shall mean shares of Common Stock of the Company
issuable upon exercise of the Options.
(h) "Person" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or other political subdivision thereof.
(i) "Registrable Shares" shall mean any Option Shares and any shares of
Common Stock of the Company issued as a dividend or other distribution with
respect to, in exchange for or in replacement of Option Shares; provided,
however, that Registrable Shares shall not include any shares which (i) have
been previously registered and sold in a public distribution or previously sold
pursuant to Rule 144, or (ii) in the opinion of counsel to the Company, are
determined to be available for sale by their current Holder to the public in
"broker's transactions" or transactions directly with a market maker (as those
terms are used in Rule 144(f)), pursuant to Rule 144 or otherwise, in a single
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act so that all transfer restrictions and restrictive legends
(not relating to a buyer being an affiliate of the Company) with respect to that
Act are or may be removed upon the consummation of such sale.
Exhibit "C" - 1
(j) The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
(k) "Registration Expenses" shall mean all expenses incurred in effecting
any registration pursuant to this Agreement, including, without limitation, all
registration, qualification and filing fees, printing expenses, escrow fees,
fees and disbursements of counsel for the Company, blue sky fees and expenses,
and expenses of any regular or special audits incident to or required by any
such registration, but shall not include Selling Expenses. Registration
Expenses shall include the reasonable fees and expenses of one special counsel
(who is reasonably acceptable to the Company) for all participating Holders.
Registration Expenses shall exclude the compensation of regular employees of the
Company which shall be paid in any event by the Company.
(l) "Rule 144" shall mean Rule 144 as promulgated by the Commission under
the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule or provision then in force that may be promulgated by the
Commission.
(m) "Rule 145" shall mean Rule 145 as promulgated by the Commission under
the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule or provision then in force that may be promulgated by the
Commission.
(n) "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar successor federal statute, and the rules and regulations promulgated
by the Commission thereunder.
(o) "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Shares and, except as included
in the definition of "Registration Expenses," all fees and disbursements of
counsel for any Holder.
(p) "Shares" shall mean the shares of the Company's Common Stock which are
issuable upon conversion of the Preferred Shares.
2. PARTICIPATION REGISTRATION
(a) Registration Right. If, after the date of this Agreement, the Company
shall determine to register any of its securities either for its own account or
the account of a security holder or holders, except for a registration relating
solely to employee benefit plans, a registration relating solely to a Rule 145
transaction, a registration on any registration form that would not permit
secondary sales of Registrable Shares or a registration filed more than six (6)
months after the exercise of fifty percent (50%) or more of the Options, the
Company will:
(i) Promptly give to each Holder written notice thereof; and
(ii) Use its best efforts to include in such registration (and any
related qualification under blue sky laws or other compliance), except as set
forth in Section 2(b) below, and in any underwriting involved therein, all the
Registrable Shares specified in a written request or requests made by any Holder
within fifteen (15) days after the written notice from the Company described in
clause (i) above is given to that Holder. Such written request may specify all
or a part of a Holder's Registrable Shares.
(b) Underwritten Offering. If the registration of which the Company
gives notice under Section 3(a) is for a registered public offering involving an
underwriting, the Company shall so advise the Holders as a part of the written
notice given pursuant to Section 3(a)(i). In such event, the right of
Exhibit "C" - 2
any Holder to registration pursuant to this Section 3 shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Shares in the underwriting to the extent provided herein.
All Holders proposing to distribute their securities through the underwriting
shall (together with the Company and any other persons proposing to distribute
their securities through the underwriting) enter into an underwriting agreement
in customary form with the representative of the underwriter(s) selected by the
Company. Notwithstanding any other provision of this Section 3, if the
representative of the underwriter(s) advises the Company in writing that
marketing factors require a limitation on the number of shares to be
underwritten, the representative may (subject to the limitations set forth
below) limit the number of Registrable Shares to be included in the registration
and underwriting; provided that the value of the included Registrable Shares
shall be at least twenty percent (20%) of the total value of the securities
included in the registration. The Company shall so advise all Holders requesting
to participate in the registration and the number of shares that may be included
in the registration and underwriting shall be allocated: first, to the Company
for securities being sold for its own account; second, among Registrable Shares
held by all Holders who have requested inclusion in the registration in
proportion, as nearly as practicable, to the respective amounts of Registrable
Shares held by such Holders and properly requested to be included at the time of
filing the registration statement; and then to shares being sold for the
accounts of other Persons. Any Registrable Shares so excluded from the
underwriting by reason of the representative's limitation shall be withdrawn
from such registration. To facilitate the allocation of shares in accordance
with the above provisions, the Company or the representative of underwriter(s)
may round the number of shares allocated to any Holder or other shareholder to
the nearest one hundred (100) shares. If a Holder who has requested inclusion in
the registration does not agree to the terms of the underwriting, that Holder's
shares may be excluded from the underwriting by written notice from the Company
or the representative of the underwriter(s) and the shares so excluded shall be
withdrawn from the registration. If shares are so excluded from the underwriting
because of a failure to agree to its terms and the number of shares of
Registrable Shares to be included in the underwriting was previously reduced as
a result of marketing factors pursuant to this Section 3(b), then, with the
permission of the representative of the underwriter(s) the Company shall offer
to all Holders who have retained rights to include Registrable Shares in the
underwriting the right to include additional Registrable Shares in an aggregate
amount equal to the number of shares so excluded. The registration of such
additional Registrable Shares shall be allocated among the Holders requesting
the additional inclusion pro rata in accordance with the numbers of their
Registrable Shares which are otherwise to be included in the registration.
(c) Right to Terminate Registration. The Company shall have the right to
terminate or withdraw any registration initiated by it under this Section 3
prior to the registration's effectiveness, whether or not any Holder has elected
under this Section 3 to include shares in the registration.
4. EXPENSES OF REGISTRATION
All Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Sections 2 and 3 shall be borne by the
Company. All Registration Expenses incurred in connection with the registration
of Registrable Shares under Section 5 shall be borne by the Holders
participating in the registration pro rata on the basis of the numbers of
Registrable Shares so registered on their behalf, provided that, if other shares
are included in the registration, the Registration Expenses shall be reasonably
allocated among the Holders, the Company and other participating shareholders
based on the numbers of their shares that are registered. A Holder or Holders
may elect to bear without reimbursement by the Company the Registration Expenses
for a Demand Registration proceeding begun by them pursuant to Section 2 and
subsequently withdrawn by them. In such a case, the registration proceeding
shall not be counted for purposes of Section 2(b)(ii). If a withdrawal of a
Demand Registration by a Holder is based upon material adverse information
relating to the Company that is different from the information known or
available (upon request from the Company or otherwise) to the Holder requesting
the registration at the time of a request for registration under Section 2, such
registration shall not be treated as a counted registration for purposes
Exhibit "C" - 3
of Section 2(b)(i), even though the requesting Holder does not bear the
Registration Expenses for the registration. All Selling Expenses relating to
shares of Holders registered under Sections 2, 3 and 5 shall be borne by such
Holders pro rata on the basis of the numbers of shares so registered on their
behalf.
5. REGISTRATION ON FORM S-3
(a) If the Company has qualified for the use of Form S-3 under the
Securities Act (which for purposes of this Section 5 shall be deemed to include
any comparable or successor form or forms), in addition to the rights contained
in the foregoing provisions of this Agreement, the Holders shall have the right
to request registrations of their Registrable Shares on Form S-3. Such requests
must be in writing and must state the number of shares of Registrable Shares to
be disposed of and the intended methods of disposition of such shares by the
requesting Holder or Holders. The Company shall not be obligated to effect any
such registration: (i) if the Holders propose to sell less than 200,000
Registrable Shares; or (ii) if the Company shall furnish the certification
described in Section 2(c) (but subject to the limitations set forth therein); or
(iii) after the Company has previously effected one (1) such registration in any
twelve-month period; or (iv) if the request is made more than twelve (12) months
after the date of this Agreement.
(b) If a request complying with the requirements of Section 5(a) is
delivered to the Company, the Company shall use its best efforts to cause the
Registrable Shares requested to be included in the registration to be registered
on Form S-3 and to cause such Registrable Shares to be registered or qualified
under applicable blue sky laws in such jurisdictions as the requesting Holders
may reasonably request. The substantive provisions of Sections 2(a)(i),
2(a)(ii), and 2(c) shall apply to such registration. If the registration is for
an underwritten offering, the substantive provisions of Section 2(e) shall also
apply to such registration.
6. REGISTRATION PROCEDURES
In the case of each registration of Registrable Shares effected by the
Company pursuant to this Agreement, the Company will keep each participating
Holder advised in writing as to the initiation of the registration and as to the
completion thereof. The Company will use its best efforts to:
(a) Keep the registration effective for a period of ninety (90) days or
until the participating Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however, that (i) such ninety- (90-) day period shall be
extended for a period of time equal to the period the Holder refrains from
selling any securities included in such registration at the request of an
underwriter of the securities of the Company; and (ii) in the case of any
registration of Registrable Shares on Form S-3 which are intended to be offered
on a continuous or delayed basis, such ninety- (90-) day period shall be
extended, if necessary, to keep the registration statement effective until all
such Registrable Shares are sold, provided that Rule 145, or any successor rule
under the Securities Act, permits an offering on a continuous or delayed basis,
and provided further that applicable rules under the Securities Act governing
the obligation to file a post-effective amendment permit, in lieu of filing a
post-effective amendment that (A) includes any prospectus required by Section
10(a)(3) of the Securities Act or (B) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included
in (A) and (B) above to be contained in periodic reports filed pursuant to
Section 13 or 15(d) of the Exchange Act in the registration statement;
(b) Prepare and file with the Commission such amendments and supplements
to the registration statement and the prospectus used in connection with the
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by the
registration statement;
Exhibit "C" - 4
(c) Furnish such number of prospectuses and other documents incident
thereto, including any amendment of or supplement to the prospectus, as a
participating Holder from time to time may reasonably request;
(d) Notify each seller of Registrable Shares covered by the registration
statement, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in the 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 or incomplete in the light of the circumstances then existing,
and at the request of any such seller prepare and furnish to the seller a
reasonable number of copies of a supplement to or an amendment of the prospectus
as may be necessary so that, as thereafter delivered to the purchasers of such
shares, the 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 or incomplete in the light of the
circumstances then existing;
(e) Cause all Registrable Shares registered pursuant to the provisions of
this Agreement to be listed on each securities exchange on which similar
securities issued by the Company are then listed;
(f) Provide a transfer agent and registrar for all Registrable Shares
registered pursuant to such registration statement and a CUSIP number for all
such Registrable Shares, in each case not later than the effective date of the
registration; and
(g) Otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission.
7. INDEMNIFICATION
(a) The Company will indemnify each Holder, each of its officers,
directors and partners, legal counsel and accountants and each person who
controls such Holder within the meaning of Section 15 of the Securities Act,
with respect to which registration, qualification, or compliance has been
effected pursuant to this Agreement, and each underwriter, if any, and each
person who controls within the meaning of Section 15 of the Securities Act any
underwriter, against all expenses, claims, losses, damages and liabilities (or
actions, proceedings or settlements in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular, or other document (including any
related registration statement, notification, or the like) incident to any such
registration, qualification or compliance, or based on any 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 any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and will
reimburse each such Holder, each of its officers, directors, partners, legal
counsel and accountants, and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses reasonably incurred in connection with investigating and
defending or settling any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any actual or alleged untrue statement or omission that is made in reliance upon
and in conformity with written information furnished to the Company by such
Holder, controlling person or underwriter and stated to be specifically for use
therein. It is agreed that the indemnity agreement contained in this Section
7(a) shall not apply to amounts paid in settlement of any such loss claim,
damage, liability or action if such settlement is effected without the consent
of the Company (which consent has not been unreasonably withheld).
Exhibit "C" - 5
(b) Each Holder will, if Registrable Shares held by such Holder are
included in the securities to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors,
officers, partners, legal counsel and accountants, each underwriter, if any, of
the Company's securities covered by such a registration statement, each person
who controls the Company or such underwriter within the meaning of Section 15 of
the Securities Act, each other such Holder and other stockholder, each of their
officers, directors and partners, and each person controlling such Holder or
other stockholder, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any 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 will reimburse
the Company and such Holders, other stockholders, directors, officers, partners,
legal counsel, accountants, persons, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use therein. The obligations of such Holder
under this Section 7(b) shall not apply to amounts paid in settlement of any
such claims, losses, damages or liabilities (or actions in respect thereof) if
such settlement is effected without the consent of such Holder (which consent
shall not be unreasonably withheld).
(c) Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and provided further that the Indemnifying Party
shall not assume the defense for matters as to which there is a conflict of
interest, and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 7, to the extent such failure is not materially
prejudicial. The Indemnified Party may participate in such defense at such
party's expense. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with defense of
such claim and litigation resulting therefrom.
(d) If the indemnification provided for in this Section 7 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense 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 or omissions that resulted in such loss, liability, claim,
damage or expense 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 the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the and Parties' relative intent, knowledge, information opportunity
to correct or prevent such statement or omission.
Exhibit "C" - 6
(e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with an underwritten public offering of securities registered
under this Agreement are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.
8. INFORMATION BY HOLDER
Each Holder of Registrable Shares shall furnish to the Company such
information regarding such Holder and the distribution proposed by such Holder
as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Agreement.
9. LIMITATIONS ON REGISTRATION OF ISSUES OF SECURITIES
From and after the date of this Agreement, the Company shall not, without
the prior written consent of [3], enter into any agreement with any holder or
prospective holder of any securities of the Company giving such holder or
prospective holder any registration rights the terms of which are more favorable
than the registration rights granted to the Holders hereunder.
10. RULE 144 REPORTING
With a view to making available the benefits of certain rules and
regulations of the Commission that may permit the sale of the Registrable Shares
to the public without registration, the Company agrees to use its best efforts
to:
(a) Make and keep public information regarding the Company available as
those terms are understood and defined in Rule 144 under the Securities Act;
(b) File with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
(c) So long as a Holder owns any Registrable Shares, furnish to the Holder
forthwith upon written request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, the Securities Act and
the Exchange Act, a copy of the most recent annual or quarterly report of the
Company filed with the Commission, and such other reports and documents of the
Company and information in its possession as a Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing a Holder to
sell any such securities without registration.
11. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS
The rights to cause the Company to register securities granted to a Holder
by the Company under this Agreement may be transferred or assigned by the Holder
only to a transferee or assignee of not less than [8] shares of Registrable
Shares (subject to appropriate adjustments for stock splits, stock dividends,
reverse stock splits and the like), provided that the Company is given written
notice at the time of or within a reasonable time after the transfer or
assignment stating the name and address of the transferee or assignee and
identifying the securities with respect to which such registration rights are
being transferred or assigned, and provided further that before or concurrently
with his or her exercise of any such rights the transferee or assignee of such
rights assumes in a writing given to the Company the obligations of such Holder
under this Agreement.
12. DELAY OF REGISTRATION
Exhibit "C" - 7
No Holder shall have any right to take any action to restrain, enjoin or
otherwise delay any registration as the result of any controversy that might
arise with respect to the interpretation or implementation of this Agreement.
13. MISCELLANEOUS
(a) No Inconsistent Agreements. The Company shall not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holders of the Registrable
Shares in this Agreement or otherwise conflicts with the provisions hereof.
(b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless by a written instrument signed by an officer of the Company and by
the Holders of at least a majority of the then outstanding Registrable Shares.
Notwithstanding the foregoing: (i) in no event shall the obligations of any
Holder under this Agreement be materially increased without the written consent
of that Holder; and (ii) a waiver or consent to depart from the provisions of
this Agreement with respect to a matter which relates exclusively to the rights
of Holders of Registrable Shares whose securities are being sold pursuant to a
registration statement and which does not directly or indirectly affect the
rights of Holders of Registrable Shares whose securities are not being sold
pursuant to the registration statement, may be given by either (A) Holders of at
least a majority of the then outstanding Registrable Shares or (B) Holders of a
majority of the Registrable Shares being sold by such Holders; provided,
however, that the provisions of this sentence may not be amended, modified or
supplemented except in accordance with the provisions of the immediately
preceding sentence.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing and sent by hand delivery,
registered first-class mail, courier, telex or telecopier: (i) if to a Holder of
Registrable Shares, to the most current address of the Holder on the books of
the Company; and (ii) if to the Company, to the attention of its President at
the address of its principal executive office. All such notices and
communications shall be deemed to have been given: when delivered at the proper
address, if personally delivered or delivered by courier; five (5) business days
after being deposited in the mail, postage prepaid, if mailed by registered
first-class mail; and when answered back, if telexed, telecopied or sent by
similar facsimile transmission.
(d) Successors and Assigns. Subject to Sections 7 and 11, this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties.
(e) 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.
(f) Headings and Section References. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. Unless otherwise indicated, each reference to a Section shall
refer to a Section of this Agreement.
(g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, as applied to contracts
made and performed in California, without regard to principles of conflict of
laws.
(h) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find
Exhibit "C" - 8
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.
(i) Entire Aqreement. This Agreement is intended by the parties as a
complete and final expression of their agreement with respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
(j) Attorneys Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the prevailing party shall be entitled to recover reasonable
attorneys' fees in addition to its costs and expenses and any other available
remedy.
This Agreement has been executed as of the date set forth in the first
paragraph above.
RENAISSANCE GOLF PRODUCTS, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
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Exhibit "C" - 9
