REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2007, is
among (a) Advanced Communications Technologies, Inc., a Florida corporation (the
“Company”), (b) ACT-DE LLC, a Delaware limited liability company (the “HIG
Investor”), (c) the Persons listed on Schedule 1 hereto as “Sankaty
Investors” (the “Sankaty Investors and, collectively, with the HIG Investor, the
“Investors”), (d) the Persons listed on Schedule 1 hereto as “Other
Investors” (collectively, the “Other Investors”), and (e) any other Person who
becomes a party to this Agreement by executing an Instrument of Accession (“Instrument
of Accession”) in the form attached hereto as Schedule 2. The
Investors, the Other Investors, and each other Person who becomes a party hereto as aforesaid are
referred to collectively herein as the “Holders” and each individually as a
“Holder”.
This Agreement is made in connection with the Stock Purchase Agreement and the Stockholder
Agreements. In order to induce each Holder that is a party to the Stock Purchase Agreement and the
Stockholder Agreements, the Company has agreed to provide the registration rights set forth in this
Agreement.
The parties hereby agree as follows:
1. Definitions. As used herein, the following terms have the following meanings:
“Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under direct or indirect common control with, such Person.
“Agreement” has the meaning specified in the Preamble hereto.
“Commission” means the Securities and Exchange Commission.
“Common Stock” means (a) the Common Stock of the Company, no par value per
share, and (b) any shares of any other class of capital stock of the Company hereafter issued which
are either (i) not preferred as to dividends or assets over any class of stock of the Company, (ii)
not subject to redemption pursuant to the terms thereof, or (iii) issued to the holders of shares
of Common Stock upon any reclassification thereof.
“Company” has the meaning specified in the Preamble hereto.
“Convertible Note” means the Subordinated Convertible Promissory Note, in the
aggregate principal amount of $1,000,000 (and convertible into an aggregate of 1,666,666,666.67
shares of Common Stock), issued by the Company to Xxxx Xxxxxxx (“Xxxxxxx”) on the date hereof.
“Convertible Note Shares” means shares of Common Stock issued pursuant
to the Convertible Note.
“Demand Registration” has the meaning specified in Section 2(a) hereof.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“HIG Investor” has the meaning specified in the Preamble hereto.
“Holder” means one of the Holders identified in the introductory paragraph to this
Agreement or such other Person to whom such Holder shall have assigned or transferred such Holder’s
Registrable Securities in accordance with the Stockholder Agreement and Section 12(g) of this
Agreement.
“Indemnified Party” has the meaning specified in Section 8(c) hereof.
“Indemnifying Party” has the meaning specified in Section 8(c) hereof.
“Instrument of Accession” has the meaning specified in the Preamble
hereto.
“Investors” has the meaning specified in the Preamble hereof.
“Investor Registrable Securities” means, at any time, all of the then issued
and outstanding (a) shares of Common Stock issued or issuable to the Investors upon conversion of
any shares of Preferred Stock held by the Investors, (b) shares of Common Stock purchased by or
issued from time to time to the Investors, (c) shares of any class of Common Stock into which such
shares of Common Stock have been converted and (d) shares of Common Stock issued with respect to
such shares by way of stock dividend or stock split or in connection with any merger,
consolidation, recapitalization or other reorganization affecting the Common Stock. Investor
Registrable Securities will continue to be Investor Registrable Securities in the hands of any
Holder and each Holder thereof will succeed to the rights and obligations of a Holder of Investor
Registrable Securities hereunder, provided that shares of Investor Registrable Securities
will cease to be Investor Registrable Securities when transferred (i) to the Company, (ii) to a
holder of Other Registrable Securities or (iii) pursuant to a Public Sale.
“Investor Stockholders” means each of the Investors, for so long as such
Investor holds Investor Registrable Securities and any other Person to whom Investor Registrable
Securities are assigned or transferred in accordance with Section 12(g) of this Agreement (other
than an assignment or transfer (i) to the Company, (ii) to a holder of Other Registrable Securities
or (iii) pursuant to a Public Sale) for so long as such Person holds any Investor Registrable
Securities.
“Material Transaction” means any material transaction in which the Company or
any of its Subsidiaries proposes to engage or is engaged, including a purchase or sale of assets or
securities, financing, merger, consolidation or any other transaction
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that would require disclosure pursuant to the Exchange Act, and with respect to which the Company’s
board of directors has reasonably determined that compliance with this Agreement may be expected to
either materially interfere with the Company’s ability to consummate such transaction or require
the Company to disclose material, non-public information prior to such time as it would otherwise
be required to be disclosed.
“Other Investors” has the meaning specified in the Preamble hereto.
“Other Registrable Securities” means, at any time, all of the then
issued and outstanding (a) shares of Common Stock purchased by or issued from time to time to any
Other Investor or Holder other than any Investor Stockholder (including, without limitation, shares
of Common Stock issued or issuable upon conversion or exercise of the Convertible Notes or any
Preferred Stock issued to the Other Investors), (b) shares of Common Stock into which such shares
of Common Stock have been converted and (c) shares of Common Stock issued with respect to such
shares by way of stock dividend or stock split or in connection with any merger, consolidation,
recapitalization or other reorganization affecting the Common Stock. Other Registrable Securities
will continue to be Other Registrable Securities in the hands of any Other Stockholder and each
Other Stockholder thereof will succeed to the rights and obligations of a Holder of Other
Registrable Securities hereunder, provided that shares of Other Registrable Securities will
cease to be Other Registrable Securities when transferred (i) to the Company, (ii) to a holder of
Investor Registrable Securities, or (iii) pursuant to a Public Sale.
“Other Stockholders” means any Person for so long as such Person holds Other
Registrable Securities and any other Person to whom Other Registrable Securities are assigned or
transferred in accordance with the Stockholder Agreement and Section 12(g) of this Agreement for so
long as such Person holds any Other Registrable Securities.
“Person” means any individual, partnership, corporation, limited liability company,
trust or unincorporated organization, or a government or agency or political subdivision thereof.
“Piggyback Registration” has the meaning specified in Section 3(a) hereof.
“Preferred Stock” means (a) the Company’s (i) Series C Convertible Preferred
Stock, $0.01 par value per share, (ii) Series D Convertible Preferred Stock, $0.01 par value per
share and (iii) Series A-2 Convertible Preferred Stock, $0.01 par value per share and (b) any
capital stock or other securities into which or for which any such shares of such Preferred Stock
shall have been converted or exchanged pursuant to any recapitalization, reorganization or merger
of the Company.
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“Prospectus” means 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 all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference in such Prospectus.
“Public Sale” means any sale of Common Stock pursuant to a sale registered under the
Securities Act or to the public through a broker or market-maker pursuant to the provisions of Rule
144 (or any successor rule) adopted under the Securities Act.
“Registered” and “Registration” means a registration effected by preparing and
filing a Registration Statement in compliance with the Securities Act and the declaration or
ordering by the Commission of effectiveness of such Registration Statement.
“Registrable Securities” means all Investor Registrable Securities and all
Other Registrable Securities.
“Registration Expenses” has the meaning specified in Section 7 hereof.
“Registration Statement” means any registration statement of the Company 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.
“Sankaty Investors” has the meaning specified in the Preamble hereof.
“Securities Act” means the Securities Act of 1933, as amended.
“Stock Purchase Agreement” means that certain Purchase Agreement, of even date
herewith, among the Company and the Investors.
“Stockholder Agreement” means, collectively, (i) the Stockholder
Agreement, dated as of August 17, 2007, among the Company and certain stockholders of the Company,
as amended and in effect from time to time and (ii) the Stockholder Agreement, dated as of August
17, 2007, among the Company, the HIG Investor, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxx, as
amended and in effect from time to time.
“Stockholders” means, collectively, the Investor Stockholders and the Other
Stockholders.
“Underwriters’ Maximum Number” means, for any Piggyback Registration,
Demand Registration or other registration which is an underwritten registration, that number of
securities to which such registration should, in the opinion of the
managing underwriters of such registration in the light of marketing factors, be limited.
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2. Demand Registration.
(a) Request for Demand Registration.
(i) Subject to the limitations contained in the following paragraphs of this Section
2, (A) any Investor Stockholders who collectively hold 50% or more of all Investor
Registrable Securities may at any time and from time to time pursuant to this subparagraph
(i), make a written request for the registration by the Company under the Securities Act of
all or any part of the Investor Registrable Securities of such Investor Stockholders (such
registration being herein called a “Demand Registration”) and (B) if the
entire principal amount of the Convertible Note has been converted into Convertible Note
Shares prior to the second anniversary hereof, Xxxxxxx may, subject to Section 2(b), make a
written request for the registration by the Company under the Securities Act of such
Convertible Note Shares (such registration being called herein a “Note
Share Registration”). Within ten (10) days after the receipt by the
Company of any such written request for a Demand Registration, the Company will give
written notice of such registration request to all Holders of Registrable Securities.
(ii) Subject to the limitations contained in the following paragraphs of this Section
2, after the receipt of such written request for a Demand Registration, (A) the Company
will be obligated and required to include in such Demand Registration all Registrable
Securities with respect to which the Company shall receive from Holders of Registrable
Securities, within thirty (30) days after the date on which the Company shall have given to
all Holders a written notice of registration request pursuant to Section 2(a)(i) hereof,
the written requests of such Holders for inclusion in such Demand Registration, and (B) the
Company will use its best efforts in good faith to effect promptly the registration of all
such Registrable Securities. All written requests made by Holders of Registrable
Securities pursuant to this subparagraph (ii) will specify the number of shares of
Registrable Securities to be registered and will also specify the intended method of
disposition thereof.
(b) Limitations on Demand Registration.
(i) The Holders of Investor Registrable Securities will not be entitled to require the
Company to effect (A) more than one (1) Demand Registration on Form S-1, SB-1 or SB-2 (or
other comparable form adopted by the Commission) during any twelve-month period or (B) any
Demand Registration on Form X-0, XX-0 or SB-2 (or other comparable form adopted by the
Commission) unless Form S-3 (or any comparable form adopted by the Commission) is not
available for such Demand Registration. Xxxxxxx will not
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be entitled to cause the Company to effect (x) more than one completed Note Share
Registration or (y) any Note Share Registration after the second anniversary of the date
hereof. The Company shall not be required to effect any Note Share Registration, and may
terminate and/or withdraw any Note Share Registration that has been initiated hereunder, at
any time at which Convertible Note Shares are eligible for sale pursuant to Rule 144 (or
any successor rule thereto), even if such shares are then subject to the volume
restrictions of Rule 144.
(ii) Any registration initiated by Holders of Investor Registrable Securities as a
Demand Registration pursuant to Section 2(a) hereof shall not count as a Demand
Registration for purposes of Section 2(b)(i) hereof (A) unless and until such registration
shall have become effective and at least eighty percent (80%) of all Investor Registrable
Securities requested to be included in such registration shall have been actually sold or
(B) if such Holders withdraw their request for a Demand Registration at any time because
(1) such Holders reasonably believed that the Registration Statement or Prospectus
contained an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements made therein (in the case
of the Prospectus, in the light of the circumstances under which they were made) not
misleading, (2) such Holders notified the Company of such fact and requested that the
Company correct such alleged misstatement or omission and (3) the Company has refused to
correct such alleged misstatement or omission.
(iii) The Company shall not be obligated or required to effect a Demand Registration
or Note Share Registration of any Registrable Securities pursuant to Section 2(a) hereof
during the period commencing on the date falling thirty (30) days prior to the Company’s
estimated date of filing of, and ending on the date sixty (60) days following the effective
date of, any Registration Statement pertaining to any underwritten registration initiated
by the Company, for the account of the Company, if the written request of Investor
Stockholders for such Demand Registration or Note Share Registration pursuant to Section
2(a)(i) hereof shall have been received by the Company after the Company shall have given
to all Holders of Registrable Securities a written notice stating that the Company is
commencing an underwritten registration initiated by the Company; provided,
however, that the Company will use its best efforts in good faith to cause any such
Registration Statement to be filed and to become effective as expeditiously as shall be
reasonably possible (to the extent that it remains so required pursuant to the provisions
hereof). All Holders agree to maintain the confidentiality of any notice stating the
Company is commencing an underwritten registration except that Holders may disclose such
information on a confidential basis to their legal counsel and other advisors to the extent
necessary to exercise their rights under this Agreement.
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(iv) Anything contained herein to the contrary notwithstanding, the Company may delay
the filing or effectiveness of any Registration Statement under this Section 2 for a period
of up to 90 days after the date of a request for registration pursuant to this Section 2 if
a Material Transaction exists at the time of such request.
(c) Priority on Demand Registrations. In the case of any
underwritten Demand Registration, if the managing underwriters shall give written advice to the
Company and the Holders of Registrable Securities to be included in such registration of an
Underwriters’ Maximum Number, then: (i) the Company will be obligated and required to include in
such registration that number of Investor Registrable Securities requested by the Investor
Stockholders to be included in such registration which does not exceed the Underwriters’ Maximum
Number, and such number of Investor Registrable Securities shall be allocated pro
rata among the Holders of such Investor Registrable Securities on the basis of the number
of Registrable Securities requested to be included therein by each such Investor Stockholder; (ii)
if the Underwriters’ Maximum Number exceeds the number of Investor Registrable Securities requested
by the Investor Stockholders thereof to be included in such registration, the Company will be
obligated and required to include in such registration that number of Other Registrable Securities
requested by the Other Stockholders to be included in such registration which does not cause the
total number of Registrable Securities to exceed the Underwriters’ Maximum Number, and such number
of Other Registrable Securities shall be allocated pro rata among the Holders of
such Other Registrable Securities on the basis of the number of Other Registrable Securities
requested to be included therein by each such Holder; (iii) if the Underwriters’ Maximum Number
exceeds the sum of the number of Registrable Securities which the Company shall be required to
include in such Demand Registration, then the Company will be entitled to include in such
registration that number of securities which shall have been requested by the Company to be
included in such registration for the account of the Company and which shall not be greater than
such excess, and (iv) if the Underwriters’ Maximum Number exceeds the sum of the number of
Registrable Securities which the Company shall be required to include in such Demand Registration
and the number of securities which the Company proposes to offer and sell for its own account in
such registration, then the Company may include in such registration that number of other
securities which Persons (other than the Holders of Registrable Securities as such) shall have
requested be included in such registration and which shall not be greater than such excess.
Neither the Company nor any of its stockholders (other than Holders of Registrable Securities)
shall be entitled to include any securities in any underwritten Demand Registration unless the
Company or such stockholders (as the case may be) shall have agreed in writing to sell such
securities on the same terms and conditions as shall apply to the Registrable Securities to be
included in such Demand Registration.
(d) Selection of Underwriters. The Holders of a majority of the
Investor Registrable Securities to be included in any Demand Registration shall determine whether
or not such Demand Registration shall be underwritten and shall select the
investment banker(s) and managing underwriter(s) to administer such offering, subject to the
approval of the Company, not to be unreasonably withheld.
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3. Piggyback Registrations.
(a) Rights to Piggyback.
(i) If (and on each occasion that) the Company proposes to register any of its
securities under the Securities Act either for the Company’s own account or for the account
of any of its stockholders (other than for Holders pursuant to Section 2 hereof entitled to
participate in a registration) (each such registration not withdrawn or abandoned prior to
the effective date thereof being herein called a “Piggyback Registration”),
the Company will give written notice to all Holders of Registrable Securities of such
proposal not later than the earlier to occur of (A) the tenth day following the receipt by
the Company of notice of exercise of any registration rights by any Persons, and (B) the
thirtieth day prior to the anticipated filing date of such Piggyback Registration.
(ii) Subject to the provisions contained in paragraph (b) of this Section 3 and in the
last sentence of this subparagraph (ii), (A) the Company will be obligated and required to
include in each Piggyback Registration all Registrable Securities with respect to which the
Company shall receive from Holders of Registrable Securities, within fifteen (15) days
after the date on which the Company shall have given written notice of such Piggyback
Registration to all Holders of Registrable Securities pursuant to Section 3(a)(i) hereof,
the written requests of such Holders for inclusion in such Piggyback Registration, and (B)
the Company will use its best efforts in good faith to effect promptly the registration of
all such Registrable Securities. The Holders of Registrable Securities shall be permitted
to withdraw all or any part of the Registrable Securities of such Holders from any
Piggyback Registration at any time prior to the effective date of such Piggyback
Registration unless such Holders of Registrable Securities shall have entered into a
written agreement with the Company’s underwriters establishing the terms and conditions
under which such Holders would be obligated to sell such securities in such Piggyback
Registration. The Company will not be obligated or required to include any Registrable
Securities in any registration effected solely to implement an employee benefit plan or a
transaction to which Rule 145 of the Commission is applicable.
(b) Priority on Piggyback Registrations. If a Piggyback
Registration is an underwritten registration, and the managing underwriters shall give written
advice to the Company of an Underwriters’ Maximum Number, then: (i) the Company and any other
stockholder exercising demand registration rights shall be entitled to include in such registration
that number of securities which the Company and such other stockholders proposes to offer and sell
for its own account in such registration and
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which does not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters’ Maximum Number
exceeds the number of securities which the Company and the other stockholders exercising demand
registration rights proposes to offer and sell in such registration, then the Company will be
obligated and required to include in such registration that number of Investor Registrable
Securities requested by the Holders thereof to be included in such registration and which does not
exceed such excess and such Investor Registrable Securities shall be allocated pro
rata among the Holders thereof on the basis of the number of Investor Registrable
Securities requested to be included therein by each such Holder; (iii) if the Underwriters’ Maximum
Number exceeds the sum of the number of the Investor Registrable Securities which the Company shall
be required to include in such registration pursuant to clause (ii) and the number of securities
which the Company and stockholders exercising demand registration rights proposes to offer and sell
for its own account in such registration, then the Company will be obligated and required to
include in such registration that number of Other Registrable Securities requested by the Holders
thereof to be included in such registration and which does not exceed such excess and such Other
Registrable Securities shall be allocated pro rata among the Holders thereof on the
basis of the number of Other Registrable Securities requested to be included therein by each such
Holder, and (iv) if the Underwriters’ Maximum Number exceeds the sum of the number of the Investor
Registrable Securities which the Company shall be required to include in such registration pursuant
to clauses (ii) and (iii) and the number of securities which the Company and stockholders
exercising demand registration rights proposes to offer and sell for its own account in such
registration, then the Company may include in such registration that number of other securities
which Persons shall have requested be included in such registration and which shall not be greater
than such excess.
(c) Selection of Underwriters. In any Piggyback Registration, the
Company shall (unless the Company shall otherwise agree) have the right to select the investment
bankers and managing underwriters in such registration.
4. Lockup Agreements.
(a) Restrictions on Public Sale by Holders
of Registrable Securities. Each Holder of Registrable Securities, if the
Company or the managing underwriters so request in connection with any underwritten registration of
the Company’s securities, will not, without the prior written consent of the Company or such
underwriters, effect any public sale or other distribution of any equity securities of the Company,
including any sale pursuant to Rule 144, during the seven (7) days prior to, and during the one
hundred eighty (180) day period commencing on, the effective date of such underwritten
registration, except in connection with such underwritten registration. As long as such
restrictions remain in place, no Holder of Registrable Securities shall be permitted to sell a
greater percentage of the Registrable Securities owned by such Holder than the percentage of
Registrable Securities owned by any other Holder of Registrable Securities that are permitted to be
sold without such restrictions.
(b) Restrictions on Public Sale by the
Company. The Company agrees not to effect any public sale or other distribution of its
equity securities, or any securities convertible into or exchangeable or exercisable for such
equity securities, during the period commencing on the seventh day prior to, and ending on the one
hundred eightieth (180th) day following, the effective date of any underwritten Demand or Piggyback
Registration, except in connection with any such underwritten registration and except for any
offering pursuant to an employee benefit plan and registered on Form S-8 (or any successor form).
5. Registration Procedures.
(a) Whenever the Holders of Registrable Securities have requested that any Registrable
Securities be registered pursuant to this Agreement, the Company will use its best efforts to
effect the registration and the sale of such Registrable Securities in accordance with the intended
method of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:
(i) prepare and file with the Commission a Registration Statement with respect to such
Registrable Securities and use its best efforts to cause such Registration Statement to
become effective (provided, that before filing a Registration Statement or
Prospectus or any amendments or supplements thereto, the Company will furnish to counsel
selected by the holders of Registrable Securities covered by such Registration Statement,
copies of all such documents proposed to be filed, which documents will be subject to the
timely review of such counsel and the Company will not file any Registration Statement or
amendment thereto or any Prospectus or any supplement thereto, including documents
incorporated by reference, to which the Holders of a majority of the Registrable Securities
covered by such Registration Statement shall reasonably object);
(ii) prepare and file with the Commission such amendments and supplements to such
Registration Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective for not more than six (6) months, and comply
with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during such effective period in accordance with the
intended methods of disposition by the sellers thereof set forth in such Registration
Statement and cause the Prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act;
(iii) upon request, furnish to each seller of Registrable Securities such number of
copies of such Registration Statement, each amendment and supplement thereto, the
Prospectus included in such Registration Statement (including each preliminary Prospectus
and each Prospectus filed under Rule 424 of the Securities Act) and such other documents as
each such seller may
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reasonably request in order to facilitate the disposition of the Registrable Securities
owned by each such seller (it being understood that the Company consents to the use of the
Prospectus and any amendment or supplement thereto by such seller in connection with the
offering and sale of the Registrable Securities covered by the Prospectus or any amendment
or supplement thereto);
(iv) use its best efforts to register or qualify such Registrable Securities under
such other securities or blue sky laws of such jurisdictions as any seller reasonably
requests, use its best efforts to keep each such registration or qualification effective,
including through new filings, amendments or renewals, during the period such Registration
Statement is required to be kept effective, and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such seller;
provided that the Company will not be required (A) to qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify but for
this subparagraph (a)(iv), (B) to subject itself to taxation in any such jurisdiction or
(C) to consent to general service of process in any such jurisdiction;
(v) notify each seller of such Registrable Securities, 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 such Registration Statement
contains an untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller, the Company will
promptly prepare (and, when completed, give notice to each seller of Registrable
Securities) a supplement or amendment to such Prospectus so that, as thereafter delivered
to the purchasers of such Registrable Securities, such Prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading; provided that upon such notification by the
Company, each seller of such Registrable Securities will not offer or sell such Registrable
Securities until the Company has notified such seller that it has prepared a supplement or
amendment to such Prospectus and delivered copies of such supplement or amendment to such
seller;
(vi) cause all such Registrable Securities to be listed, prior to the date of the
first sale of such Registrable Securities pursuant to such registration, on each securities
exchange on which similar securities issued by the Company are then listed;
(vii) provide a transfer agent and registrar for all such Registrable Securities not
later than the effective date of such Registration Statement;
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(viii) enter into all such customary agreements (including underwriting agreements in
customary form) and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities (including,
without limitation, effecting a stock split or a combination of shares);
(ix) make available for inspection on a confidential basis by any seller, any
underwriter participating in any disposition pursuant to such Registration Statement, and
any attorney, accountant or other agent retained by any such seller or underwriter (in each
case after reasonable prior notice), all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers, directors,
employees and independent accountants to supply on a confidential basis all information
reasonably requested by any such seller, underwriter, attorney, accountant or agent in
connection with such Registration Statement;
(x) permit any holder of Registrable Securities which holder, in the reasonable
judgment of the Company, might be deemed to be an underwriter or a controlling person of
the Company within the meaning of Section 15 of the Securities Act, to participate in the
preparation of such registration or comparable statement and to permit the insertion
therein of material, furnished to the Company in writing, which in the reasonable judgment
of such holder and its counsel should be included, provided that such material shall be
furnished under such circumstances as shall cause it to be subject to the indemnification
provisions provided pursuant to Section 8(b) hereof;
(xi) in the event of the issuance of any stop order suspending the effectiveness of a
Registration Statement, or of any order suspending or preventing the use of any related
Prospectus or suspending the qualification of any Registrable Securities included in such
Registration Statement for sale in any jurisdiction, the Company will use its best efforts
promptly to obtain the withdrawal of such order;
(xii) if requested by the managing underwriter or underwriters or any holder of
Registrable Securities in connection with any sale pursuant to a Registration Statement,
promptly incorporate in a Prospectus supplement or post-effective amendment such
information relating to such underwriting as the managing underwriter or underwriters or
such holder reasonably requests to be included therein, and make all required filings of
such Prospectus supplement or post-effective amendment as soon as practicable after being
notified of the matters incorporated in such Prospectus supplement or post-effective
amendment;
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(xiii) cooperate with the holders of Registrable Securities and the managing
underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legends) representing
Registrable Securities to be sold under such registration, and enable such Registrable
Securities to be in such denominations and registered in such names as the managing
underwriter or underwriters, if any, or such holders may request;
(xiv) use its best efforts to cause the Registrable Securities to be registered with
or approved by such other governmental agencies or authorities within the United States and
having jurisdiction over the Company as may reasonably be necessary to enable the seller or
sellers thereof or the underwriter or underwriters, if any, to consummate the disposition
of such Registrable Securities;
(xv) use its best efforts to obtain:
(A) at the time of effectiveness of each registration, a “comfort letter” from
the Company’s independent certified public accountants covering such matters of the
type customarily covered by “cold comfort letters” as the Holders of a majority of
the Registrable Securities covered by such registration and the underwriters
reasonably request; and
(B) at the time of any underwritten sale pursuant to a Registration Statement,
a “bring-down comfort letter”, dated as of the date of such sale, from the
Company’s independent certified public accountants covering such matters of the
type customarily covered by comfort letters as the Holders of a majority of the
Registrable Securities covered by such Registration Statement and the underwriters
reasonably request;
(xvi) use its best efforts to obtain, at the time of effectiveness of each Piggyback
Registration and at the time of any sale pursuant to each registration, an opinion or
opinions, favorable in form and scope to the Holders of a majority of the Registrable
Securities covered by such registration, from counsel to the Company in customary form; and
(xvii) otherwise comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders (as contemplated by Section 11(a)
under the Securities Act) an earnings statement satisfying the provisions of Rule 158 under
the Securities Act no later than ninety (90) days after the end of the twelve month period
beginning with the first month of the Company’s first fiscal quarter commencing after the
effective date of the Registration Statement, which statement shall cover said twelve month
period.
6. Cooperation by Prospective Sellers, Etc.
(a) Each prospective seller of Registrable Securities will furnish to the Company in writing
such information as the Company may reasonably require from such seller, and otherwise reasonably
cooperate with the Company in connection with any Registration Statement with respect to such
Registrable Securities.
(b) The failure of any prospective seller of Registrable Securities to furnish any information
or documents in accordance with any provision contained in this Agreement shall not affect the
obligations of the Company under this Agreement to any remaining sellers who furnish such
information and documents unless in the reasonable opinion of counsel to the Company or the
underwriters, such failure impairs or may impair the viability of the offering or the legality of
the Registration Statement or the underlying offering.
(c) The Holders of Registrable Securities included in any Registration Statement will not
(until further notice) effect sales thereof after receipt of telegraphic or written notice from the
Company to suspend sales to permit the Company to correct or update such Registration Statement or
Prospectus; but the obligations of the Company with respect to maintaining any Registration
Statement current and effective shall be extended by a period of days equal to the period such
suspension is in effect.
(d) At the end of any period during which the Company is obligated to keep any Registration
Statement current and effective as provided by Section 5 hereof (and any extensions thereof
required by the preceding paragraph (c) of this Section 6), the Holders of Registrable Securities
included in such Registration Statement shall discontinue sales of shares pursuant to such
Registration Statement upon receipt of notice from the Company of its intention to remove from
registration the shares covered by such Registration Statement which remain unsold, and such
Holders shall notify the Company of the number of shares registered which remain unsold promptly
after receipt of such notice from the Company.
(e) Notwithstanding any other provision herein to the contrary, no Holder of Registrable
Securities which constitute warrants or options shall be required to exercise such warrants or
options in connection with any registration until the actual sale of the shares of Common Stock
issuable upon exercise of such warrants or options. The Company shall enter into such agreements
and shall otherwise cooperate with the Holders of Registrable Securities in order to ensure that
such Holders are not required to exercise any warrants or options prior to the date of the actual
sale of the shares of Common Stock issuable upon exercise of such warrants or options.
-12-
7. Registration Expenses.
(a) All costs and expenses incurred or sustained in connection with or arising out of each
registration pursuant to Sections 2 and 3 hereof, including, without limitation, all registration
and filing fees, fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection with the blue sky
qualification of Registrable Securities), printing expenses, messenger, telephone and delivery
expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of
one counsel representing the Holders of Registrable Securities, such counsel to be selected by the
Holders of a majority of the Registrable Securities to be included in such registration, fees and
disbursements of all independent certified public accountants (including the expenses relating to
the preparation and delivery of any special audit or “cold comfort” letters required by or incident
to such registration), and fees and disbursements of underwriters (excluding discounts and
commissions), the reasonable fees and expenses of any special experts retained by the Company of
its own initiative or at the request of the managing underwriters in connection with such
registration, and fees and expenses of all (if any) other Persons retained by the Company (all such
costs and expenses being herein called, collectively, the “Registration Expenses”),
will be borne and paid by the Company. The Company will, in any case, pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit, and the fees and expenses incurred in
connection with the listing of the securities to be registered on each securities exchange on which
similar securities of the Company are then listed.
(b) The Company will not bear the cost of nor pay for any stock transfer taxes imposed in
respect of the transfer of any Registrable Securities to any purchaser thereof by any Holder of
Registrable Securities in connection with any registration of Registrable Securities pursuant to
this Agreement.
(c) To the extent that Registration Expenses incident to any registration are, under the terms
of this Agreement, not required to be paid by the Company, each Holder of Registrable Securities
included in such registration will pay all Registration Expenses which are clearly solely
attributable to the registration of such Holder’s Registrable Securities so included in such
registration, and all other Registration Expenses not so attributable to one Holder will be borne
and paid by all sellers of securities included in such registration in proportion to the number of
securities so included by each such seller.
8. Indemnification.
(a) Indemnification by the Company. The Company will
indemnify each Holder requesting or joining in a registration and each underwriter of the
securities so registered, the officers, directors and partners of each such Person and each Person
who controls any thereof (within the meaning of the Securities Act) against any and
-13-
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 any material fact contained in any
Prospectus, offering circular or other document incident to any registration, qualification or
compliance (or in any related Registration Statement, notification or the like) or any omission (or
alleged omission) to state therein any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act applicable to the Company and relating to any
action or inaction required of the Company in connection with any such registration, qualification
or compliance, and the Company will reimburse each such Holder, underwriter, officer, director,
partner and controlling person for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such claim, loss, damage or liability arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by such Holder,
underwriter, officer, director, partner or controlling person and stated to be specifically for use
in such Prospectus, offering circular or other document (or related Registration Statement,
notification or the like).
(b) Indemnification by Each Holder. Each Holder requesting or
joining in a registration will indemnify each underwriter of the securities so registered, the
Company and its officers and directors and each Person, if any, who controls any thereof (within
the meaning of the Securities Act) and their respective successors in title and assigns against any
and 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 any material fact contained in any
Prospectus, offering circular or other document incident to any registration, qualification or
compliance (or in any related Registration Statement, notification or the like) or any omission (or
alleged omission) to state therein any material fact required to be stated therein or necessary to
make the statement therein not misleading, and such Holder will reimburse each underwriter, the
Company and each other Person indemnified pursuant to this paragraph (b) for any legal and any
other expenses reasonably incurred in connection with investigating or defending any such claim,
loss, damage, liability or action; provided, however, that this paragraph (b) shall
apply only if (and only to the extent that) such statement or omission was made in reliance upon
written information furnished to such underwriter or the Company by such Holder in writing and
stated to be specifically for use in such Prospectus, offering circular or other document (or
related Registration Statement, notification or the like) or any amendment or supplement thereto;
and, provided further, that each Holder’s liability hereunder with respect to any
particular registration shall be limited to an amount equal to the net proceeds received by such
Holder from the Registrable Securities sold by such Holder in such registration.
-14-
(c) Indemnification Proceedings. Each party entitled to indemnification
pursuant to this Section 8 (the “Indemnified Party”) shall give notice to the party
required to provide indemnification pursuant to this Section 8 (the “Indemnifying
Party”) promptly after such Indemnified Party acquires actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume
the defense and settlement of any claim or any litigation resulting therefrom; provided
that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation
shall be acceptable to the Indemnified Party, and the Indemnified Party may participate in such
defense at such party’s expense; and provided, further, that the failure by any
Indemnified Party to give notice as provided in this paragraph (c) shall not relieve the
Indemnifying Party of its obligations under this Section 8 except to the extent that the failure
results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is
damaged solely as a result of the failure to give notice. 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 which 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. The reimbursement required by this Section 8
shall be made by periodic payments during the course of the investigation or defense, as and when
bills are received or expenses incurred.
9. Contribution in Lieu of Indemnification. If the
indemnification provided for in Section 8 hereof is unavailable to a party that would have been an
Indemnified Party under such Section in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each party that would have been an
Indemnifying Party thereunder shall, in lieu of indemnifying such Indemnified Party, contribute to
the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and such Indemnified Party on the other in
connection with the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof). The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
Indemnifying Party or such Indemnified Party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Company and each
Holder of Registrable Securities agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to above
in this Section 9. The amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 9
shall include any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim. Notwithstanding any provision
of this Section 9 to the contrary, (a) no Person guilty of fraudulent misrepresentation
-15-
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation and (b) each Holder’s liability
hereunder with respect to any particular registration shall be limited to an amount equal to the
net proceeds received by such Holder from the Registrable Securities sold by such Holder in such
registration.
10. Eligibility Requirements. After the date hereof, the Company will make
reasonable efforts in good faith to take all steps necessary to ensure that the Company will be
eligible to register securities on Form SB-2, as long as the Company is a “small business issuer”,
or Form S-3 (or any comparable forms adopted by the Commission) as soon thereafter as possible, and
to make publicly available and available to the Holders of Registrable Securities, pursuant to Rule
144 or Rule 144A of the Commission under the Securities Act, such information as shall be necessary
to enable the Holders of Registrable Securities to make sales of Registrable Securities pursuant to
such Rules. The Company will furnish to any Holder of Registrable Securities, upon request made by
such Holder, a written statement signed by the Company, addressed to such Holder, describing
briefly the action the Company has taken or proposes to take to comply with the current public
information requirements of Rule 144 and Rule 144A.
11. Participation in Underwritten Registrations. (a) No
Person may participate in any underwritten registration pursuant to this Agreement unless such
Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Persons entitled, under the provisions hereof, to approve such
arrangements, and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required by the terms of such underwriting
arrangements. Any Holder of Registrable Securities to be included in any underwritten registration
shall be entitled at any time to withdraw such Registrable Securities from such registration prior
to its effective date in the event that such Holder shall disapprove of any of the terms of the
related underwriting agreement.
(b) Notwithstanding the priorities set forth in Sections 2(c) and 3(b) above, in the event
that the managing underwriters in any underwritten Demand Registration or Piggyback Registration
inform the Company in writing that the inclusion therein of any Other Registrable Securities held
by management employees of the Company or any of its subsidiaries would impair the marketability of
the Registrable Securities to be included in such registration, the Company shall be required to
include in such registration only such number of Other Registrable Securities held by such
management employees as the managing underwriters determine would not negatively impair the
Registrable Securities to be sold in connection therewith. If any such event shall occur, the
other Holders of Registrable Securities (other than any Holder affected by the restriction
described above) shall be entitled to include in such registration, the number of Registrable
Securities that Holders of Other Registrable Securities would have been entitled to include in such
registration but for such
restriction described above (such Registrable Securities to be allocated pro rata among such other
Holders on the basis of the number of Registrable Securities requested to be included therein by
each such Holder).
-16-
12. Miscellaneous.
(a) No Inconsistent Agreements. The Company has not previously
entered into any agreement with respect to its Common Stock granting any registration rights to any
Person, and will not on or after the date of this Agreement enter into any agreement with respect
to its securities which grants demand registration rights to anyone or which is inconsistent with
the rights granted to the Holders of Registrable Securities 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 such
amendment, modification, supplement, waiver or consent is approved in writing by the Holders of at
least fifty-one percent (51%) of the Investor Registrable Securities, the Holders of at least
fifty-one percent (51%) of the Registrable Securities and the Company; provided,
however, that no amendment, modification or waiver of any provision of this Agreement that
adversely affects the rights of any Party (as hereinafter defined) to this Agreement in a manner
different from the rights of the other Parties shall be effective against such adversely affected
Party unless approved in writing by the holders of at least a majority of the Registrable
Securities then held by all members of such Party. As used in this Section 12(b), “Party”
means any one of the following entities or groups: (i) the Company, (ii) the Holders of Investor
Registrable Securities, and (iii) the Holders of Other Registrable Securities. Section 2(a)(i)(B)
and the second and third sentences of Section 2(b)(i) may not be amended, modified or supplemented,
and waivers or consents to departures from such provisions may not be given, unless such amendment,
modification, supplement, waiver or consent is approved in writing by Xxxxxxx.
(c) Registrable Securities Held by the
Company. Whenever the consent or approval of Holders of Registrable Securities is required
pursuant to this Agreement, Registrable Securities held by the Company shall not be counted in
determining whether such consent or approval was duly and properly given by such Holders.
(d) Term. The agreements of the Company contained in this Agreement shall continue in
full force and effect so long as any Holder holds any Registrable Securities.
(e) Remedies. In the event of a breach by the Company of its obligations under this
Agreement, each Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this
Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.
-17-
(f) Notices. Any notice provided for in this Agreement will be in writing and will be
deemed properly delivered if either personally delivered or sent by overnight courier or telecopier
or mailed certified or registered mail, return receipt requested, postage prepaid, to the recipient
at the address specified below:
(i) if to a Holder, at such Holder’s address on the stock transfer books of the
Company; and
(ii) if to the Company, at:
Advanced Communications Technologies, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Fax: (000) 000-0000
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Fax: (000) 000-0000
with copies to:
ACT-DE LLC
c/o H.I.G. Capital, LLC
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxx and Xxxxxxx Xxxxx
Fax: (000) 000-0000
c/o H.I.G. Capital, LLC
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxx and Xxxxxxx Xxxxx
Fax: (000) 000-0000
and to:
Xxxxxxx XxXxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxx
Fax: (000) 000-0000
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxx
Fax: (000) 000-0000
and thereafter at such other address, notice of which is given in accordance with the provisions of
this Section 12(f). Any such notice shall be effective (A) if delivered personally or by telecopy,
when received, (B) if sent by overnight courier, when receipted for, and (C) if mailed, three (3)
days after being mailed as described above.
(g) Successors and Assigns. This Agreement and the rights of any
Holder hereunder may be assigned to, and shall inure to the benefit of, any Person to whom
such Holder transfers Registrable Securities, provided that such transfer is made in
compliance with the provisions of the Stockholder Agreement(s) and the transferee agrees to be
bound by all of the terms and conditions of this Agreement by executing and delivering to the
Company an Instrument of Accession.
-18-
(h) Counterparts. This Agreement may be executed in two or more 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 instrument.
(i) Headings. The headings in this Agreement are for convenience of reference only
and shall not constitute a part of this Agreement, nor shall they affect their meaning,
construction or effect.
(j) Governing Law. The validity, performance, construction and effect of this
Agreement shall be governed by and construed in accordance with the internal laws of the State of
New York, giving effect to principles of conflicts of law.
(k) 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 such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
(l) 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, with respect to the registration rights granted by the Company with
respect to the Registrable Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
-19-
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as an
instrument under seal as of the date first written above.
| COMPANY: ADVANCED COMMUNICATIONS TECHNOLOGIES, INC. |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Chief Executive Officer | |||
| BUYERS: ACT-DE LLC |
||||
| By: | /s/Xxxxxxx Xxxxx | |||
| Name Xxxxxxx Xxxxx | ||||
| Title: | Executive Vice President | |||
| /s/ Xxxx X. Xxxxxxx | ||||
| Xxxx X. Xxxxxxx | ||||
| /s/ Xxxxxx Xxxxxxxx | ||||
| Xxxxxx Xxxxxxxx | ||||
| /s/ Xxxxx Xxxxxxx | ||||
| Xxxxx Xxxxxxx | ||||
-20-
| PROSPECT HARBOR CREDIT PARTNERS, L.P. |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
| SANKATY CREDIT OPPORTUNITIES II, L.P. |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
| SANKATY CREDIT OPPORTUNITIES III, L.P. |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
| RGIP, LLC |
||||
| By: | /s/ R.B. Malt | |||
| Name: | R. B. Malt | |||
| Title: | Managing Member | |||
-21-
SCHEDULE 1
TO REGISTRATION
RIGHTS AGREEMENT
TO REGISTRATION
RIGHTS AGREEMENT
Santaky Investors
Prospect Harbor Credit Partners, L.P.
Sankaty Credit Opportunities II, L.P.
Sankaty Credit Opportunities III, L.P.
RGIP, LLC
Other Investors
Xxxx Xxxxxxx
Xxxxxx Xxxxxxxx
Xxxxx Xxxxxxx
S-1
SCHEDULE 2
TO REGISTRATION
RIGHTS AGREEMENT
TO REGISTRATION
RIGHTS AGREEMENT
Instrument of Accession
Reference is made to that certain Registration Rights Agreement, dated as of August ___, 2007, a
copy of which is attached hereto (as amended and in effect from time to time, the “Registration
Rights Agreement”), among Advanced Communications Technologies, Inc., a Florida corporation (the
“Company”), and the Holders (as defined therein).
The
undersigned, _________________, [in order to become]
[is] the owner or holder of ___________________ shares of the [Series C Convertible Preferred Stock, $.01 par value per share] [Series D
Convertible Preferred Stock, $.01 par value per share] [Common Stock, $.001 par value per share]
(the “Shares”) of the Company [and] hereby agrees that by his [her/its] [its] execution
hereof the undersigned is a Holder party to the Registration Rights Agreement subject to all of the
restrictions and conditions applicable to Holders set forth in such Registration Rights Agreement,
and all of the Shares [purchased by the undersigned in connection herewith] [owned by the
undersigned as of the date hereof] (and any and all shares of Common Stock of the Company issued in
respect thereof) are [Investor] [Other] Registrable Securities, subject to all the restrictions and
conditions applicable to [Investor] [Other] Registrable Securities as set forth in the Registration
Rights Agreement. This Instrument of Accession shall take effect and shall become a part of said
Registration Rights Agreement immediately upon acceptance thereof by the Company.
Executed as of the date set forth below.
| Signature: | ||||
| Address: | ||||
| Date: | ||||
Accepted:
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
| By: | ||||
| Date: | ||||
S-2
