EXHIBIT 10.17
SERIES C REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of
November ___, 1997, by and among Franklin Telecommunications Corp., a
corporation duly incorporated and existing under the laws of the State of
California ("Company"), Xxxxxx Investments, LLC ("Xxxxxx"), a Georgia limited
liability company, and the subscribers (hereinafter referred to as
"Subscribers") to the Company's offering ("Offering") of up to Seven Million
Four Hundred Thousand Dollars ($7,400,000) of Series C Preferred Stock
(including shares of the Company's Series A Preferred Stock which may or may not
be exchanged for Series C Preferred Stock, the "Preferred Stock"), each pursuant
to the Regulation D Subscription Agreement between the Company and each of the
Subscribers ("Subscription Agreement").
1. Definitions. For purposes of this Agreement:
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(a) The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933 (the "Act"), and
pursuant to Rule 415 under the Act or any successor rule, and the declaration or
ordering of effectiveness of such registration statement or document;
(b) For purposes hereof, the term "Registrable Securities" means the
shares of the Company's Common Stock together with any capital stock issued in
replacement of, in exchange for or otherwise in respect of such Common Stock
(the "Common Stock"), issuable or issued upon (i) conversion of the Preferred
Stock, (ii) exercise of the warrants to purchase Common Stock to be issued to
the Subscribers in connection with the Offering (the "Subscriber Warrants") and
(iii) exercise, by Xxxxxx or any subsequent Holder of the Warrant or portion
thereof, of the Warrant to purchase Common stock issued to Xxxxxx in connection
with the Offering (the "Placement Agent Warrant", together with the Subscriber
Warrants, collectively referred to as the "Warrants").
Notwithstanding the above:
1. Common Stock which would otherwise be deemed to be Registrable
Securities shall not constitute Registrable Securities if those shares
of Common Stock may be resold without volume limitations without
registration pursuant to Rule 144(k) under the Act, as evidenced by a
letter from the Company, in form and substance acceptable to the
Company's transfer agent, to such effect; and
2. any Registrable Securities resold in a public transaction shall
cease to constitute Registrable Securities.
(c) The number of shares of "Registrable Securities then outstanding"
shall be determined by the number of shares of Common Stock which have been
issued or are issuable upon conversion of the Preferred Stock and exercise of
the then outstanding Warrants at the time of such determination;
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(d) The term "Holder" means any person owning or having the right to
acquire Registrable Securities or any permitted assignee thereof; and
(e) The term "Due Date" means the date which is four (4) months after
the Record Date (as defined in the Certificate of Determination of the Series C
Preferred Stock) of the Offering.
EXHIBIT D
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2. Required Registration.
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(a) The Company shall, within two (2) months after the Record Date of
the Offering of the Preferred Stock, file a registration statement on Form S-1
(or other suitable form), or, at the Company's discretion, a post-effective
amendment to an effective registration statement (collectively, a "Registration
Statement"), but subject to the reasonable approval of Subscribers), covering
the resale of all shares of Registrable Securities then outstanding or issuable
upon conversion of all then outstanding Preferred Stock or upon exercise of the
Warrants. Such Registration Statement shall initially cover the number of shares
issuable upon exercise of the Placement Agent Warrant plus at least Five Million
Five Hundred Thousand (5,500,000) shares of Common Stock and shall cover, to the
extent allowed by applicable law, such additional indeterminate number of shares
of Common Stock as are required to effect conversion of the Preferred Stock due
to fluctuations in the price of the Company's Common Stock, in accordance with
Rule 416 of the Act. The Company shall use its best efforts to have the
Registration Statement declared effective as soon as possible. In the event
that the Company determines, which determination shall be made by the Company
within five (5) business days after the last business day of each month after
the Due Date or is notified at any time by a Holder, that the Registration
Statement does not cover a sufficient number of shares of Common Stock to effect
the resales of a number of shares of Common Stock equal to one hundred twenty
five percent (125%) of the number of shares of Common Stock issuable to each
Subscriber upon conversion of all outstanding Preferred Stock then eligible for
conversion, at the Conversion Price (as defined in the Certificate of
Determination of the Preferred Stock) in effect on the last business day of such
month (the "Assumed Conversion Price"), and upon exercise of all the outstanding
Warrants (a "Registration Shortfall"), the Company shall, within five (5)
business days, amend the Registration Statement or file a new Registration
Statement (also an "Amended" or "New" Registration Statement, respectively), as
appropriate, to add such number of additional shares as would be necessary to
effect the resales of a number of shares of Common Stock equal to one hundred
fifty percent (150%) of the number of shares of Common Stock issuable to each
Subscriber upon conversion of all outstanding Preferred Stock then eligible for
conversion, at the Assumed Conversion Price then in effect and upon exercise of
all the outstanding Warrants. If the Registration Statement is not filed within
two (2) months after the Record Date of the Offering, the Company shall pay each
of the Subscribers an amount equal to two percent (2%) per month of the
aggregate amount of outstanding Preferred Stock held by such Subscriber,
accruing daily until the Registration Statement is filed, payable in cash or
Common Stock, as set forth below ("Late Filing Payment"). If the Registration
Statement is not declared effective by the Due Date, or if any Amended or New
Registration Statement required to be filed hereunder is not declared effective
within two (2) calendar months of the date it is required to be filed, the
Company shall pay each Subscriber an amount equal to two (2%) per month of the
aggregate amount of outstanding Preferred Stock held by such Subscriber,
accruing daily until the Registration Statement or a registration statement
filed pursuant to Section 3 of this Agreement is declared effective (the "Late
Registration Payment"). Any Late Filing Payment or Late Registration Payment
shall be payable in Common Stock for the first three (3) months of accrual of
such payments, and thereafter shall be payable in Common Stock or cash, at the
Subscriber's option, as follows: If Subscriber elects to be paid in cash, such
late Filing Payment or Late Registration Payment shall be paid to such
Subscriber within five
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(5) business days following the end of the month in which such Late Registration
Payment was accrued. If Subscriber elects to be paid in Common Stock, such
number of shares shall be determined as follows:
Upon conversion of each share of Preferred Stock, the Company shall issue
to the Subscriber the number of shares of Common Stock determined as set
forth in Section 5(a) of the Certificate of Designation, plus an additional
number of shares of Common Stock
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attributable to such share of Preferred Stock (the "Additional Shares")
determined as set forth below:
Additional Shares = Late Registration Payment + Late Filing Payment
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Conversion Price
With respect to the Preferred Stock, "Conversion Price" has the definition
ascribed to it in the Certificate of Designation.
Such Additional Shares shall also be deemed "Registrable Securities" as defined
herein. The Company covenants to use its best efforts to use Form S-1 for the
registration required by this Section during all applicable times contemplated
by this Agreement.
(b) The Registration Statement shall be prepared as a "shelf"
registration statement under Rule 415, and shall be maintained effective until
all Registrable Securities cease to exist.
(c) The Company represents that it is presently eligible to effect the
registration contemplated hereby on Form S-1 and will use its best efforts to
continue to take such actions as are necessary to maintain such eligibility.
3. Piggyback Registration. If the Registration Statement described
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in Section 2 is not effective by the Due Date or lapses at anytime thereafter
that it is required to be effective, and if (but without any obligation to do
so) the Company proposes to register (including for this purpose a registration
effected by the Company for shareholders other than the Holders) any of its
Common Stock under the Act in connection with the public offering of such
securities solely for cash (other than a registration relating solely for the
sale of securities to participants in a Company stock plan or a registration on
Form S-4 promulgated under the Act or any successor or similar form registering
stock issuable upon a reclassification, upon a business combination involving an
exchange of securities or upon an exchange offer for securities of the issuer or
another entity), the Company shall, at such time, promptly give each Holder
written notice of such registration (a "Piggyback Registration Statement"). Upon
the written request of each Holder given by fax within ten (10) days after
mailing of such notice by the Company, the Company shall cause to be included in
such registration statement under the Act all of the Registrable Securities that
each such Holder has requested to be registered ("Piggyback Registration") to
the extent such inclusion does not violate the registration rights of any other
Security holder of the company granted prior to the date hereof; nothing herein
shall prevent the Company from withdrawing or abandoning the registration
statement prior to its effectiveness. The election of initiating Holders to
participate in a Piggyback Registration Statement shall not impact the amount
payable to investors pursuant to Section 2(a) herein except that the Late
Registration Payment shall cease to accrue as of the date of effectiveness of
the Piggyback Registration Statement.
4. Limitation on Obligations to Register.
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(a) In the case of a Piggyback Registration on an underwritten public
offering by the Company, if the managing underwriter determines and advises in
writing that the inclusion in the
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registration statement of all Registrable Securities proposed to be included
would interfere with the successful marketing of the securities proposed to be
registered by the Company, then the number of such Registrable Securities to be
included in the registration statement, to the extent such Registrable
Securities may be included in such Piggyback Registration Statement shall be
allocated among all Holders who had requested Piggyback Registration pursuant to
the terms hereof, in the proportion that the number of Registrable Securities
which each such Holder, including Xxxxxx, seeks to register bears to the total
number of Registrable Securities sought to be included by all Holders, including
Xxxxxx. If required by the managing underwriter of such an underwritten public
offering, the Holders shall enter into an agreement in customary form reasonably
limiting the number of Registrable Securities to be included in such Piggyback
Registration Statement and the terms, if any, regarding the future sale of such
Registrable Securities included in such registration statement.
(b) In the event the Company believes that shares sought to be
registered under Section 2 or Section 3 by Holders do not constitute
"Registrable Securities" by virtue of Section 1(b) of this Agreement, and the
status of those shares as Registrable Securities is disputed, the Company shall
provide, at its expense, an Opinion of Counsel, reasonably acceptable to the
Holders of the Securities at issue (and satisfactory to the Company's transfer
agent to permit the sale and transfer) that those securities may be sold
immediately, without volume limitation, without registration under the Act, by
virtue of Rule 144(k).
5. Obligations of the Company. Whenever required under this
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Agreement, or a post-effective amendment to an effective registration statement,
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the Securities and Exchange Commission
("SEC") a registration statement, or such a post-effective amendment, with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective.
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement, or such a post-effective amendment, and the
prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Act with respect to the
disposition of all securities covered by such registration statement.
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders of
the Registrable Securities covered by such registration statement, provided that
the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.
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(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.
(f) As promptly as practicable after becoming aware of such event,
notify each Holder of Registrable Securities of the happening of any event of
which the Company has knowledge, 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, in light of the circumstances under
which they were made, not misleading, and subject to Section 6 use its best
efforts promptly to prepare a supplement or amendment to the registration
statement to correct such untrue statement or omission, and deliver a number of
copies of such supplement or amendment to each Holder as such Holder may
reasonably request.
(g) Provide Holders with written notice of the date that a
registration statement registering the resale of the Registrable Securities is
declared effective by the SEC, and the date or dates when the Registration
Statement is no longer effective.
(h) Provide Holders and their representatives the opportunity to
conduct a reasonable due diligence inquiry of Company's pertinent financial and
other records and make available its officers, directors and employees for
questions regarding such information as it relates to information contained in
the registration statement.
(i) Provide Holders and their representatives the opportunity to
review the registration statement and all amendments thereto a reasonable period
of time prior to their filing with the SEC if so requested by Holder in writing.
6. Black Out. In the event that, during the time that the
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Registration Statement is effective, the Company reasonably determines, based
upon advice of counsel, that due to the existence of material non-public
information, disclosure of such material non-public information would be
required to make the statements contained in the Registration Statement not
misleading, and the Company has a bona fide business purpose for preserving as
confidential such material non-public information (a "Blackout"), the Company
shall have the right to suspend the effectiveness of the Registration Statement,
and no Holder shall be permitted to sell any Registrable Securities pursuant
thereto, until such time as such suspension is no longer advisable; provided,
however, that such time shall not exceed a period of fifteen (15) days. The
Company shall be entitled to no more than two (2) such blackouts in any one (1)
year period. As soon as such suspension is no longer advisable, the Company
shall, if required, promptly, but in no event later than the date the Company
files any documents with the Securities and Exchange Commission ("SEC")
referencing such material information, file with the SEC an amendment to the
Registration Statement disclosing such information and use its best efforts to
have such amendment declared effective as soon as possible.
In the event the effectiveness of the Registration Statement is
suspended by
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the Company pursuant hereto, the Company shall promptly notify all Holders whose
securities are covered by the Registration Statement of such suspension, and
shall promptly notify each such Holder as soon as the effectiveness of the
Registration Statement has been resumed. The Company shall be entitled to effect
no more than one such suspension during the one (1) year period following the
Record Date.
If the Company exceeds the limits set forth in this Section, then the
Company shall pay to the Holders 2% per month, accruing daily, of the aggregate
Stated Value (as defined in the Certificate of Determination), in cash, of the
subscriber's outstanding Preferred Stock payable within 5 business days of end
of the month in which they accrue.
7. Furnish Information. It shall be a condition precedent to the
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obligations of the Company to take any action pursuant to this Agreement with
regard to each selling Holder that such selling Holder shall furnish to the
Company such information regarding Holder, the Registrable Securities held by
it, and the intended method of disposition of such securities as shall be
required to effect the registration of its Registrable Securities or to
determine that registration is not required pursuant to Rule 144 or other
applicable provision of the Act.
8. Expenses. All expenses other than underwriting discounts and
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commissions and fees and expenses of counsel to the selling Holders incurred in
connection with registrations, filings or qualifications pursuant hereto,
including (without limitation) all registration, filing and qualification fees,
printers' and accounting fees, fees and disbursements of counsel for the
Company, shall be borne by the Company.
9. Indemnification. In the event any Registrable Securities are
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included in a Registration Statement or a post-effective amendment to an
effective registration statement or a Piggyback Registration Statement under
this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, the officers, directors, representatives, agents and
employees of each Holder, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Act or the Securities Exchange Act of 1934, as amended (the
"1934 Act"), against any losses, claims, damages, judgments, settlements or
liabilities (joint or several) to which they may become subject under the Act,
the 1934 Act or other federal or state law, insofar as such losses, claims,
damages, judgments, settlements or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements or omissions: (i)
any untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or (ii)
the omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, and
the Company will reimburse each such Holder, officer or director, employee,
representative, agent, underwriter or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, judgment, settlement, liability, or
action; provided, however, that the indemnity agreement contained in this
subsection 9(a) shall not apply to
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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
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability, or action to the extent that
it arises out of or is based upon a loss which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with the selling stockholder section of such registration by any such Holder,
officer, director, employee, representative, agent, underwriter or controlling
person.
(b) To the extent permitted by law, each selling Holder, severally and
not jointly, will indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the registration statement, each
person, if any, who controls the Company within the meaning of the Act, any
underwriter and any other Holder selling securities in such registration
statement or any of its directors or officers or any person who controls such
Holder, against any losses, claims, damages, judgments, settlements or
liabilities (joint or several) to which the Company or any such director,
officer, controlling person, or underwriter or controlling person, or other such
Holder or director, officer or controlling person may become subject, under the
Act, the 1934 Act or other federal or state law, insofar as such losses, claims,
damages, judgments, settlements or liabilities (or actions in respect thereto)
arise out of or are based upon any statement or omission in each case to the
extent (and only to the extent) that such statement or omission is made in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with the selling stockholder section of
such registration statement; and each such Holder will reimburse any legal or
other expenses reasonably incurred by the Company and any such director,
officer, controlling person, underwriter or controlling person, other Holder,
officer, director, or controlling person in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this subsection 9(b) 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 Holder, which
consent shall not be unreasonably withheld.
(c) Promptly after receipt by an indemnified party under this Section
9 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 9, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the reasonably incurred fees and
expenses of one such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
9 to the extent of such proven prejudice, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 9.
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(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 9 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and each Holder agree to
contribute to the aggregate claims, losses, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company and one or more of
the Holder may be subject in such proportion as is appropriate to reflect the
relative fault of the Company and the Holders in connection with the statements
or omissions which resulted in such Losses. Relative fault shall be determined
by reference to whether any alleged untrue statement or omission relates to
information provided by the Company or by the Holders in accordance with Section
9(b) and 9(c) above. The Company and the Holders agree that it would not be
just and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 10(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person who controls a
Holder of Registrable Securities within the meaning of either the Securities Act
or the Exchange Act and each director, officer, partner, employee and agent of a
Holder shall have the same rights to contribution as such holder, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act and each director of the Company, and each officer of the Company
who has signed the registration statement, shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).
(e) The obligations of the Company and Holders under this Section 9
shall survive the redemption and conversion, if any, of the Preferred Stock, the
completion of any offering of Registrable Securities in a Registration Statement
under this Agreement, and otherwise.
10. Reports Under Securities Exchange Act of 1934. With a view to
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making available to the Holders the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration, the
Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) use its best efforts to file with the SEC in a timely manner all
reports and other documents required of the Company under the Act and the 1934
Act; and
11. Amendment of Registration Rights. Any provision of this
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Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holders of
a majority of the Registrable Securities provided that the amendment treats all
Holders equally. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon
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each Holder, each future Holder, and the Company.
12. Notices. All notices required or permitted under this Agreement
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shall be made in writing signed by the party making the same, shall specify the
section under this Agreement pursuant to which it is given, and shall be
addressed if to (i) the Company at: Xxx Xxxxxxx, 000 X Xxxxxxxxx Xxxx, Xxxxxxxx
Xxxxxxx, XX 00000, Phone (000) 000-0000, Fax (000) 000-0000, and (ii) the
Holders at their respective last address as the party as shown on the records of
the Company. Any notice, except as otherwise provided in this Agreement, shall
be made by fax and shall be deemed given at the time of transmission of the fax.
13. Termination. The Company's obligation to maintain an effective
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registration statement hereunder shall terminate on the earlier of (i) the date
that is thirty (30) days following the date of issuance of the last of the
Registrable Securities to be issued (provided, that such 30-day period shall be
increased for any trading days during such period which a Registration Statement
shall not be effective or shall be subject to any blackout), (ii) the date all
Registrable Securities cease to exist or (iii) the date that all of the
Registrable Securities (issued or to be issued) can be resold by the holders
thereof under Rule 144(k) of the Act, without volume limitations; but without
prejudice to (i) the parties' rights and obligations arising from breaches of
this Agreement occurring prior to such termination (ii) other indemnification
obligations under this Agreement.
14. Assignment. No assignment, transfer or delegation, whether by
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operation of law or otherwise, of any rights or obligations under this Agreement
by the Company or any Holder, respectively, shall be made without the prior
written consent of the majority in interest of the Holders or the Company,
respectively; provided that the rights of a Holder may be transferred to a
subsequent holder of the Holder's Registrable Securities (provided such
transferee shall provide to the Company, together with or prior to such
transferee's request to have such Registrable Securities included in a Piggyback
Registration, a writing executed by such transferee agreeing to be bound as a
Holder by the terms of this Agreement); and provided further that the Company
may transfer its rights and obligations under this Agreement to a purchaser of
all or a substantial portion of its business if the obligations of the Company
under this Agreement are assumed in connection with such transfer, either by
merger or other operation of law (which may include without limitation a
transaction whereby the Registrable Securities are converted into securities of
the successor in interest) or by specific assumption executed by the transferee.
15. Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Delaware applicable to agreements
made in and wholly to be performed in that jurisdiction, except for matters
arising under the Act or the Securities Exchange Act of 1934, which matters
shall be construed and interpreted in accordance with such laws.
16. Execution in Counterparts Permitted. This Agreement may be
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executed in any number of counterparts, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which
together shall constitute one (1) instrument.
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[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this
day of November, 1997.
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FRANKLIN TELECOMMUNICATIONS CORP.
By: ________________________________
Xxxxx Xxxxxx, President - CEO
Address: 000X Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXX INVESTMENTS, LLC
By: ________________________________
Xxxx X. Xxxxxx, President
Address: 000 Xxxxxxx Xxxxxx, Xxxxx 000
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
INVESTOR(S)
___________________________________
Investor's Name
By:_________________________________
(Signature)
Address: ____________________________________
____________________________________
____________________________________
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