REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February
4, 1997, is entered into by and among REDNECK FOODS, INC., a Delaware
corporation ("Company"), XXXX XXXXXXXXX, an individual ("Xxxxxxxxx") and
XXXXX XXXXXX, an individual ("Xxxxxx"), with reference to the following:
Simultaneously with the execution and delivery of this Agreement, (i) Company
and Xxxxxxxxx entering into a Series A Convertible Preferred Stock Purchase
Agreement (the "Stock Purchase Agreement") providing for, among other things,
the acquisition by Xxxxxxxxx of certain shares of Series A Convertible
Preferred Stock (the "Preferred Stock") of Company upon the terms and subject
to the conditions set forth therein.
Xxxxxx is currently the owner of 5,100,000 shares of the Common Stock of
Company.
Pursuant to Section 3.1 of the Stock Purchase Agreement, the parties hereto
have agreed to enter into this Agreement to provide, under certain
circumstances, for the registration of Xxxxxxxxx'x Preferred Stock and
Xxxxxx'x Common Stock as provided herein.
NOW, THEREFORE, in consideration of the obligations and agreements contained
herein and in the Stock Purchase Agreement, the parties hereto agree as
follows:
1. Definitions. All capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Stock Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:
1.1. "Commission" shall mean the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.
1.2. "Exchange Act" shall mean the Securities Exchange Act of 1934 or any
successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
1.3. "Registrable Shares" shall mean (i) any shares of Preferred Stock
acquired by Xxxxxxxxx pursuant to the Stock Purchase Agreement (whether by
purchase or promissory note conversion), (ii) any shares of the equity stock
of Company issued or to be issued upon the conversion of the Preferred Stock
referred to in clause (i), (iii) any shares of Common Stock held by Xxxxxx,
and/or (iv) any other shares of stock of Company issued as a dividend or
other distribution with respect to, or in exchange for or in replacement of,
the shares referred to in clauses (i), (ii) and/or (iii).
1.4. "Rule 144" shall mean Rule 144 promulgated under the Securities Act or
any successor or complementary rule thereto.
1.5. "Securities Act" shall mean the Securities Act of 1933 or any
successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
2. Piggyback Registration.
2.1. Registrations. Subject to the terms and conditions set forth in this
Agreement, if Company at any time determines to prepare and file a
registration statement under the Securities Act in connection with the
proposed offer and sale for money or property of any of its securities
(except any registration statement in connection with any acquisition of any
entity or business or any employee benefit plan, including any stock option
plan, or on Form S-4 or Form S-8 promulgated under the Securities Act or any
successor forms thereto), Company shall promptly, but in no event less than
thirty (30) days prior to the proposed date of filing of such registration
statement, give written notice to Xxxxxxxxx and Xxxxxx of its intention to so
register such securities (such notice to specify the underwriter, if any, for
such proposed offering, the proposed number of shares to be offered and any
other material terms of such proposed offering if known at such time) and,
upon the written request, given within fifteen (15) days after delivery of
such notice by Company, of Xxxxxxxxx and/or Xxxxxx to include in such
registration Registrable Shares held by Xxxxxxxxx or Xxxxxx, as the case may
be (which request shall specify the number of Registrable Shares proposed to
be included in such registration by Xxxxxxxxx and/or Xxxxxx), Company shall
cause all such Registrable Shares requested to be included by Xxxxxxxxx
and/or Xxxxxx to be included in such registration on the same terms and
conditions as the securities otherwise being sold in such registration;
provided, however, that if the offering which is the subject of such
registration is underwritten, in whole or in part, and the managing
underwriter advises Company in writing that the inclusion of all Registrable
Shares proposed to be included in such registration would interfere with the
successful marketing (including pricing) of the securities proposed to be
registered by Company, then the number of Xxxxxxxxx'x and/or Xxxxxx'x
Registrable Shares to be included in the underwritten offering may be reduced
or excluded altogether; provided that all of Xxxxxx'x Registrable Securities
shall be subject to reduction or exclusion before any of Xxxxxxxxx'x
Registrable Securities are reduced or excluded. If Xxxxxxxxx and/or Xxxxxx
elects to include Registrable Shares in any registration statement filed by
Company in accordance with the provisions of this Section 2, but some or all
of such Registrable Shares are excluded from such registration pursuant to
this Section 2, Xxxxxxxxx and/or Xxxxxx shall have the right pursuant to this
Section 2 to include such excluded Registrable Shares in any subsequent
registration statement or registration statements as may be filed by Company
with respect to offerings of its securities, subject to the terms and
conditions set forth in this Section 2. Company may require that the
Registrable Shares requested for inclusion be included in the underwriting on
the same terms and conditions as the securities being sold through the
underwriters. In the event Company grants registration rights to one or more
third parties that are more favorable than the registration rights granted to
Xxxxxxxxx pursuant to this Section 2, then in lieu of the registration rights
granted pursuant to this Section 2, Xxxxxxxxx shall be entitled to the more
favorable third-party registration rights.
2.2. Terms and Conditions. In connection with any registration pursuant to
this Section 2, and subject to the other applicable terms and conditions of
this Agreement, Company shall in its sole discretion determine the terms and
conditions of such registration, including, without limitation, the timing
thereof; the scope of the offering contemplated thereby (i.e., whether the
offering shall be a combined primary offering and a secondary offering or
limited only to a secondary offering); the manner of distribution of
Registrable Shares and all other material aspects of the registration and the
registration process. In connection therewith, Company may require that any
such registration be underwritten.
2.3. Expenses. All expenses of Company incurred in effecting a
registration under this Section 2, including, without limitation, all
registration and filing fees (including all expenses incident to filing with
the NASD), fees and expenses of complying with securities and "blue-sky"
laws, printing expenses and fees and expenses of counsel and accountants,
shall be borne 100% by Company. All expenses of Xxxxxxxxx and Xxxxxx
incurred in effecting a registration under this Section 2, including all
underwriting discounts and selling commissions shall be borne by Xxxxxxxxx
and Xxxxxx, respectively, except that the Company shall bear the legal fees
and expenses of one counsel to Xxxxxxxxx and Xxxxxx, up to a maximum of
Twenty Thousand Dollars ($20,000) per registration. All expenses of
Xxxxxxxxx and Xxxxxx, including the legal fees and expenses of such counsel,
which exceed Twenty Thousand Dollars ($20,000) shall be borne solely by
Xxxxxxxxx and Xxxxxx, respectively.
3. Demand Registrations.
3.1. S-3 Registrations. After Company becomes eligible for the use of Form
S-3, Xxxxxxxxx shall have the right to require Company to file a Form S-3
registration statement or its equivalent under the Securities Act covering
the registration of not less than Five Hundred Thousand Dollars ($500,000) in
market value of the Registrable Shares. Company shall be obligated to effect
only four (4) registrations pursuant to this Section 3.1.
3.2. Notice. If Xxxxxxxxx wishes to exercise his rights under Section 3.1,
he shall do so by providing Company with written notice (specifying that such
notice is being made pursuant to this Section 3.3) which notice shall specify
the number of Registrable Shares to be included in such registration.
3.3. Underwriting. If Xxxxxxxxx intends a registration pursuant to this
Section 3 to be underwritten, Xxxxxxxxx'x notice to Company shall specify the
underwriter or underwriters to be employed in connection therewith. Company
shall have the right to reasonably approve any underwriter selected by
Xxxxxxxxx. Xxxxxxxxx'x right to participate in a registration pursuant to
this Section 3 shall be conditioned upon Xxxxxxxxx'x participation in and
agreement to the terms of such underwriting.
3.4. Standoff. Notwithstanding the provisions of Section 3.1 and 3.2,
Company shall not be obligated to effect a registration pursuant to this
Section 3 during the period starting with the date sixty (60) days prior to
Company's estimated date of filing of and ending on a date six (6) months
following the effective date of a registration statement pertaining to an
underwritten public offering of securities for the account of Company;
provided that Company is actively employing in good faith all reasonable
efforts to cause such registration statement to become effective and that
Company's estimate of the date of filing such registration statement is made
in good faith. Further, if Company shall furnish to Xxxxxxxxx a certificate
signed by the President of the Company stating that in the good faith
judgment of the Board of Directors it would be seriously detrimental to
Company or its shareholders for a registration statement to be filed in the
near future, then Company's obligation to file a registration statement
pursuant to this Section 3 shall be deferred for a period not to exceed
ninety (90) days; provided, however, that such a deferral shall not occur
more than once in any twenty-four (24) month period.
3.5. Expenses.
(a) Expenses of Company. All expenses of Company incurred in effecting a
registration under this Section 3, including, without limitation, all
registration and filing fees (including all expenses incident to filing with
the NASD), fees and expenses of complying with securities and "blue-sky"
laws, printing expenses and fees and expenses of counsel and accountants,
shall be borne 100% by Company. If, however, Xxxxxxxxx makes and then
subsequently withdraws a request for a registration pursuant to Section 3.1
or 3.2, Xxxxxxxxx shall bear all such expenses of such registration.
Notwithstanding the foregoing, if, at the time of a withdrawal of a request
for registration, Xxxxxxxxx shall have learned of a material adverse change
in the condition, business or prospects of Company that was not known to
Xxxxxxxxx (or which Xxxxxxxxx was not reasonably capable of knowing without
investigation) at the time of the request, and such material adverse change
is, in good faith, the reason why Xxxxxxxxx decided to withdraw his request,
then Xxxxxxxxx shall not be required to pay any of such registration
expenses.
(b) Expenses of Xxxxxxxxx. All expenses of Xxxxxxxxx incurred in effecting
a registration under this Section 3, including all underwriting discounts and
selling commissions shall be borne by Xxxxxxxxx, except that Company shall
bear the legal fees and expenses of counsel to Xxxxxxxxx, up to a maximum of
Twenty-Five Thousand Dollars ($25,000) per registration. All expenses of
Xxxxxxxxx, including the legal fees and expenses of such counsel, which
exceed the foregoing maximum shall be borne solely by Xxxxxxxxx.
4. Filing Obligations of Company. In connection with any registration of
the Registrable Shares effected pursuant to Sections 2 or 3 Company shall:
(a) prepare and file the registration statement and such amendments and
supplements to the registration statement and the prospectus or offering
circular used in connection therewith as may be necessary to keep the
registration statement current and effective for a period of six (6) months
(or, if sooner, such time as all securities covered by such registration
statement have been sold) and to comply with the provisions of the Securities
Act and the rules and regulations thereunder with respect to the disposition
of all the Registrable Shares covered by the registration statement for the
period required to effect the distribution thereof;
(b) furnish to Xxxxxxxxx and/or Xxxxxx, as the case may be, such number of
copies of any prospectus or offering circular, including a preliminary
prospectus, and of a full registration statement and exhibits in conformity
with the requirements of the Securities Act and rules and regulations
thereunder, as Xxxxxxxxx and/or Xxxxxx may reasonably request in order to
facilitate the disposition of such securities;
(c) use its best efforts to register or qualify the Registrable Shares
covered by the registration statement under the securities or blue sky laws
of such state jurisdictions of the United States as Xxxxxxxxx and/or Xxxxxx
may reasonably request, and accomplish any and all other acts and things
which may be necessary or advisable to permit sales in such jurisdictions of
such Registrable Shares; provided, however, that Company shall not be
required to consent to general service of process for all purposes, or to
qualify as a foreign corporation, in any jurisdiction where it is not then
qualified or to register or qualify the Registrable Shares covered by such
registration statement in any jurisdiction which would require Company to
amend its certificate of incorporation or By-Laws or covenant or undertake to
do any other act or make any other change regarding its capitalization or
share ownership prior to the effectiveness of such registration or
qualification;
(d) if such registration is an underwritten public offering, enter into an
underwriting agreement in form and substance usual and customary under the
circumstances; and
(e) if a prospectus relating to such registration is required to be
delivered under the Securities Act, notify Xxxxxxxxx and Xxxxxx of
Registrable Shares covered by such registration statement of the happening of
any event which would cause the prospectus for such registration statement,
as then in effect, to include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances in which
they are being made.
5. Conditions to Registration Obligations. Company shall not be obligated
to effect the registration of the Registrable Shares pursuant to Sections 2
or 3 unless Xxxxxxxxx and/or Xxxxxx consents to customary conditions of a
reasonable nature that are imposed by Company, including, but not limited to,
the following:
(a) conditions prohibiting the sale of Registrable Shares by Xxxxxxxxx
and/or Xxxxxx until the registration is effective;
(b) conditions requiring Xxxxxxxxx and/or Xxxxxx to comply with all
applicable provisions of the Securities Act and the Exchange Act including,
but not limited to, the prospectus delivery requirements of the Securities
Act, and to furnish to Company information about sales made in such public
offering;
(c) conditions prohibiting Xxxxxxxxx and/or Xxxxxx upon receipt of
telegraphic or written notice from Company that it is required by law to
correct or update the registration statement or prospectus from effecting
sales of the Registrable Shares until Company has completed the necessary
correction or updating; and
(d) if such registration is an underwritten public offering, conditions
requiring Xxxxxxxxx to enter into an underwriting agreement in form and
substance usual and customary under the circumstances.
6. Underwriting Agreement; Lock-up Agreement. In consideration for Company
agreeing to its obligations under this Agreement, on each occasion that
Xxxxxxxxx and/or Xxxxxx shall include Registrable Shares in an underwritten
registration pursuant to Section 2 or 3 for the sale thereof to the public,
and if requested by the managing underwriter in an underwritten registration,
Xxxxxxxxx and Xxxxxx hereby agrees not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of, any
Registrable Shares (other than those Registrable Shares actually included in
such registration and sold to the public thereunder) for such period of time
(not to exceed one hundred twenty (120) days) from the effective date of such
registration as the underwriter may specify; provided that all the officers
and directors of Company agree to restrictions at least as restrictive in
connection with such registration. Notwithstanding the foregoing, to the
extent that Xxxxxxxxx and Xxxxxx shall enter into an underwriting agreement
that contains provisions covering matters addressed in this Section 6, the
provisions contained in such underwriting agreement shall control as to the
party or parties so entering into such underwriting agreement.
7. Information Provided by the Xxxxxxxxx. Whenever under this Agreement
Registrable Shares are being registered, each of Xxxxxxxxx and Xxxxxx shall,
as a condition to the inclusion of his Registrable Shares in such
registration, provide Company on a timely basis with such information and
materials as Company may reasonably request in order to effect the
registration of the Registrable Shares.
8. Rule 144. With a view to making available to Xxxxxxxxx and Xxxxxx the
benefits of Rule 144 under the Securities Act, Company agrees to use its best
efforts to make and keep available adequate current public information with
respect to it within the meaning of, and as required pursuant to, Rule
144(c).
9. Future Grants of Registration Rights. From and after the date of this
Agreement, Company shall not, without the written consent of Xxxxxxxxx, enter
into any agreement with any holder or prospective holder of any securities of
Company that (i) provides for the granting to such holder of registration
rights greater than the rights of Xxxxxxxxx hereunder, or (ii) includes
provisions that, in the case of a public offering involving an underwritten
registered offering, makes the rights granted to Xxxxxxxxx hereunder subject
to or subordinate to the rights granted to such holder or requires an
exclusion or reduction in the number of Registrable Shares of Xxxxxxxxx to be
included in the underwriting prior to a pro rata exclusion or reduction in
the number of securities of such holder to be included in the underwriting.
10. Indemnification.
10.1. Indemnification by Company. In connection with any registration of
any Registrable Shares under the Securities Act pursuant to this Agreement,
Company shall indemnify, defend and hold harmless Xxxxxxxxx and Xxxxxx and each
underwriter of an offering of such securities, each of Xxxxxxxxx'x, Xxxxxx'x and
each of such underwriter's officers, directors, and partners, and each person
controlling that underwriter, with respect to which registration, qualification
or compliance has been effected pursuant to this Agreement, against all claims,
losses, damages, costs, expenses and liabilities whatsoever, (or actions in
respect thereof) arising out of or based on (1) any untrue statement (or alleged
untrue statement) of a material fact contained in any registration statement,
prospectus, offering circular or other documents (including any related
registration statement, notification or the like) incident to any such
registration or qualification or compliance, (2) any omission (or alleged
omission) to state in any such registration statement, prospectus, offering
circular, or other document a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (3) any violation by
Company of the Securities Act, the Exchange Act or any federal or state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any federal or state securities law applicable to Company or
the offering and relating to action or inaction required of Company in
connection with any such registration, qualification or compliance. Company
shall reimburse Xxxxxxxxx, Xxxxxx and each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating or defending any claim, loss, damage,
cost, expense, liability or action of the type and nature described in this
Section 10.1; provided, however, that the indemnity obligation contained in this
Section 10.1 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 Company (which consent shall not be unreasonably withheld).
Notwithstanding the foregoing, Company shall not be liable to Xxxxxxxxx in any
such case pursuant to the provisions of this Section 10.1 to the extent that any
such claim, loss, damage, cost, expense, or liability arises out of or is based
on any untrue statement or omission based on written information furnished to
Company by Xxxxxxxxx for use in any such prospectus, offering circular or other
document, and Company shall not be liable to Xxxxxx in any such case pursuant to
the provisions of this Section 10.1 to the extent that any such claim, loss,
damage, cost, expense, or liability arises out of or is based on any untrue
statement or omission based on written information furnished to Company by
Xxxxxx for use in any such prospectus, offering circular or other document.
10.2 Indemnification by Xxxxxxxxx. In connection with any registration of
Registrable Shares under the Securities Act pursuant to this Agreement,
Xxxxxxxxx will indemnify Company, each of its directors and officers, each
underwriter, if any, and each underwriter's officers, directors and partners, of
the securities covered by such an underwriter, within the meaning of the
Securities Act, each person who controls Company within the meaning of the
Securities Act, against all claims, losses, damages, costs, expenses and
liabilities whatsoever or (actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other documents (including any related registration statement, notification or
the like) incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state in any such registration
statement, prospectus, offering circular or other document a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse Company, such directors, officers, partners,
persons or underwriters for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
cost, expense, liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written
information furnished to Company by Xxxxxxxxx for use therein; provided,
however, that the indemnity obligation contained in this Section 10.2 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 Xxxxxxxxx (which
consent shall not be unreasonably withheld).
10.3. Indemnification by Xxxxxx. In connection with any registration of
Registrable Shares under the Securities Act pursuant to this Agreement,
Xxxxxx will indemnify Company, each of its directors and officers, each
underwriter, if any, and each underwriter's officers, directors and partners, of
the securities covered by such an underwriter, within the meaning of the
Securities Act, each person who controls Company within the meaning of the
Securities Act, against all claims, losses, damages, costs, expenses and
liabilities whatsoever or (actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other documents (including any related registration statement, notification or
the like) incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state in any such registration
statement, prospectus, offering circular or other document a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse Company, such directors, officers, partners,
persons or underwriters for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
cost, expense, liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written
information furnished to Company by Xxxxxx for use therein; provided, however,
that the indemnity obligation contained in this Section 10.2 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 Xxxxxx (which consent
shall not be unreasonably withheld).
10.4. Indemnification Procedure. Promptly after receipt by an indemnified
party of notice of the commencement of any action involving a claim referred
to in the preceding paragraphs of this Section 10, such indemnified party
will, if a claim in respect thereof is made against an indemnifying party,
give written notice to the latter of the commencement of such action. In
case any such action is brought against an indemnified party, the
indemnifying party will be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified
to the extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the
indemnifying party shall not be responsible for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof; provided, however, that an indemnified party shall have the right to
retain its own counsel, with the reasonable fees and expenses to be paid by
the indemnifying party, if such indemnified party shall have reasonably
concluded that representation of such indemnified party or parties by the
counsel retained by the indemnifying party or parties would be inappropriate
due to actual or potential differing interests between such indemnified party
or parties and any other party represented by such counsel in such
proceeding.
10.5. Contribution. If the indemnification provided for in this Section 10
is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, claim, damage, liability or
action referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the
amounts paid or payable by such indemnified party as a result of such loss,
claim, damage, liability or action in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of
the indemnified party on the other in connection with the statements or
omissions which resulted in such loss, claim, damage, liability or action as
well as any other relevant equitable considerations. The relative fault of
the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
11. Miscellaneous.
11.1. Effectiveness of Agreement. This Agreement shall become effective on
and as of the date of execution of the Stock Purchase Agreement.
11.2. Successors and Assigns. This Agreement shall bind and inure to the
benefit of Company, Xxxxxxxxx and Xxxxxx and, subject to Section 11.3, the
respective successors, permitted assigns, heirs and legal representatives (as
the case may be) of Company, Xxxxxxxxx and Xxxxxx.
11.3. Assignment. Neither Xxxxxxxxx nor Xxxxxx may assign his rights under
this Agreement to any purchaser or transferee without the prior written
consent of Company. Notwithstanding the foregoing, Xxxxxxxxx and Xxxxxx may
each assign his respective rights hereunder without Company's consent to (i)
one or more of his parents, spouse, children, grandchildren or siblings, or
any trust for the benefit of one or more of such persons, or (ii) his
legatees, executors or other fiduciaries pursuant to a last will and
testament or pursuant to the terms of any trust which take effect upon death.
Furthermore, Xxxxxxxxx and Xxxxxx may each assign his respective rights
hereunder without Company's consent on up to five (5) separate occasions;
provided that on any such occasion the assignment is to a single party in
connection with the transfer of at least ten percent (10%) of his Registrable
Shares and provided further that Company is provided with prior written
notice identifying the name and address of such assignee and any other
material information as to the identify of such assignee as may be reasonably
requested by Company. Notwithstanding anything to the contrary contained
herein, Xxxxxxxxx may elect to transfer all or a portion of his Registrable
Shares to any third party (to the extent such transfer is otherwise
permissible) without assigning his rights hereunder with respect thereto
provided that in any such event all rights under this Agreement with respect
to the Registrable Shares so transferred shall cease and terminate.
11.4. Entire Agreement. This Agreement, the Stock Purchase Agreement and
the other Transaction Documents (as defined in the Stock Purchase Agreement)
contain the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or
understandings with respect thereto.
11.5. Notices. All notices and other communications pursuant to this
Agreement shall be made in accordance with the Stock Purchase Agreement at
the address set forth therein for the Company, Xxxxxxxxx and Xxxxxx.
11.6. Amendment and Modification; Waiver. Except as otherwise provided
herein, this Agreement may be amended, modified and supplemented and the
application of any provision of this Agreement or any rights or obligations
of any party hereunder may be waived (either retroactively or prospectively)
only by written agreement of the parties hereto affected by such amendment,
modification, supplement or waiver. Further, any waiver shall be effective
only in the specific instance and for the specific purpose stated in such
writing.
11.7. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but
one agreement.
11.8. Headings. The headings of the various sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed
to be a part of this Agreement.
11.9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
11.10. Arbitration. Any and all disputes arising hereunder shall be
subject to resolution by arbitration as provided in the Arbitration
Agreement.
12. Exercise Contingent Upon No Material Breach. The exercise by Xxxxxxxxx
of any of his rights under this Agreement shall be contingent upon the
absence of any material uncured breach by Xxxxxxxxx under any of the
Transaction Documents. The exercise by Xxxxxx of any of his rights under
this Agreement shall be contingent upon the absence of any material uncured
breach by Xxxxxx under any of the Transaction Documents.
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be executed and delivered as of the date first above written.
REDNECK FOODS, INC.,
a Delaware corporation
By
Name: XXXX XXXXXXXXX
Title: ________________________
XXXXX XXXXXX
