10.3
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September
23, 1999, by and among Vacation Emporium Corporation, a Nevada corporation with
an address at 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 (the "Company"),
and Xxxxxxx Xxxxx, an individual with an address at 000 Xxxxxxx Xxxxxx, Xxxxx
000, Xxx Xxxx, XX 00000 ("Xxxxx").
WHEREAS:
A. Pursuant to a Share Exchange Agreement, dated as of July 30, 1999, by
and between the parties (the "Exchange Agreement"), the Company has agreed, upon
the terms and subject to the conditions of the Exchange Agreement, to issue to
Xxxxx 9,455,898 shares of the Company's common stock, par value $.001 per share
(the "Shares"); and
B. The Exchange Agreement provides that it is a condition of the Closing
thereunder that the parties enter into this Agreement in order to provide Xxxxx
with certain registration rights under the Securities Act of 1933, as amended,
and the rules and regulations thereunder, or any similar successor statute
(collectively, the "1933 Act"), and applicable state securities laws:
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Xxxxx hereby agree
as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:
(a) "Holder" means Xxxxx and any transferee or assignee thereof to
whom Xxxxx assigns his rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 8.
(b) "Person" means a corporation, a limited liability company, an
association, a partnership, an organization, a business, a trust, an individual,
a governmental or political subdivision thereof or a governmental agency.
(c) "Register, " "registered, " and "registration" refer to a
registration effected by preparing and filing one or more registration
statements in compliance with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis ("Rule 415"), and the declaration or ordering of effectiveness of such
registration statement(s) by the United States Securities and Exchange
Commission (the "SEC").
(d) "Registrable Securities" means the Shares and any shares of
capital stock issued or issuable with respect to the Shares as a result of any
stock split, stock dividend, recapitalization, exchange, combination, merger,
consolidation, distribution or similar event or
otherwise; provided that there shall be excluded from Registrable Securities any
securities that may be sold at the time in question by the holder thereof
pursuant to Rule 144 under the 1933 Act during any single three-month period (or
any similar period that may be adopted in the future under Rule 144) without
regard to any quantity limitations.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Exchange Agreement.
2. REGISTRATION.
(a) Demand Registration. At any time commencing on and after the
second anniversary of the Closing, provided the Company is then eligible to file
with the SEC a registration statement on Form S-3 (or any successor short form
of registration statement) to permit the public offer and sale of the
Registrable Securities by the Holder(s) thereof , the Holder(s) of an aggregate
of more then 50% of the Registrable Securities (the "Requesting Holders") shall
have the right exercisable by written notice to the Company, to have the Company
prepare and file with the SEC, on two occasions, a registration statement on
Form S-3 (or any successor short form of registration statement) and such other
documents, including a prospectus, as may be necessary in the opinion of counsel
for the Company, in order to comply with the provisions of the 1933 Act, so as
to permit a public offering and sale of their respective Registrable Securities
for up to the greater of nine (9) consecutive months from the effective date of
the registration statement or 16 months from the date of the audited financial
statements contained or incorporated by reference therein by the Requesting
Holders and any other Holder of Registrable Securities who notifies the Company
within ten (10) days after receiving notice from the Company of such request.
Notwithstanding anything else herein contained, the Company will have no
obligation to prepare and file a registration statement under the 1933 Act
pursuant to this Section 2(a) or Section 2(c) at a time when pursuant to the
rules and regulations of the SEC audited financial statements of the Company for
any period other than the Company's fiscal year end must be included in such
registration statement. The Company shall be entitled to postpone for up to
ninety (90) days the filing of any registration statement otherwise required to
be prepared and filed by the Company pursuant to this Section 2(a) or Section
2(c) if at the time the Company receives a request for registration the
Company's board of directors determines, in its reasonable business judgment,
that the filing of such registration statement and the offering of the
Registrable Securities pursuant thereto would materially interfere with any
material financing, acquisition, corporate reorganization or other material
transaction by the Company, and the Company promptly gives the Requesting
Holders notice of such determination and postponement. If the Company shall so
postpone the filing of a registration statement, the Requesting Holders shall
have the right to withdraw the request for registration by giving written notice
to the Company within fifteen (15) days after receipt of the Company's notice of
postponement (and, in the event of such withdrawal, such request shall not be
counted for purposes of determining the number of requests for registration that
may be made pursuant to this Section 2(a).
(b) Notice of Demand The Company covenants and agrees to give
written notice of any registration request under Section 2 (a) by any Requesting
Holder to all other Holders of the Registrable Securities within ten (10) days
from the receipt of any such registration request.
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(c) Piggyback Registration. If at any time commencing on and after
the second anniversary of the Closing, the Company proposes to register any of
its securities under the 1933 Act (other than in connection with a merger or
other reorganization or pursuant to Form S-8) it will give written notice by
registered mail, at least thirty (30) days prior to filing of each such
registration statement, to all Holders of the Registrable Securities of its
intention to do so. If any of Holder of Registrable Securities notifies the
Company within twenty (20) days after receipt of any such notice of his, its or
their desire to include any such securities in such proposed registration
statement (also referred to herein as the "Requesting Holders"), the Company
shall afford each of the Requesting Holders the opportunity to have any such
Registrable Securities included in such registration statement. If the
registration of which the Company gives notice pursuant to this Section 2 (c)
for a registered public offering involves an underwriting, the Company so shall
advise as part of the written notice given to the Holders of the Registrable
Securities. In such event, the right of any such holder to registration pursuant
to this Section 2 (c) will be conditioned upon such holder's participation in
such underwriting and the inclusion of such Registrable Securities in the
underwriting to the extent provided herein. All Requesting Holders proposing to
distribute Registrable Securities through such underwriting will (together with
the Company and other Holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Company.
Notwithstanding any other provision of this Section 2 (c), if the underwriter
determines that marketing factors or market conditions require a limitation on
the number of securities to be underwritten, the underwriter may (subject to
allocation priority set forth below) limit the number of securities included in
the relevant offering and registration. The Company shall advise all Requesting
Holders of the limitation, and the number of Registrable Securities, if any,
that are entitled to be included in such offering and registration shall be
allocated in the following manner: First, all securities to be registered for
the Company's own account, or if such securities are to be registered for the
account of a security holder or security holders having demand registration
rights pursuant to the exercise of which the Company is being required to
undertake such registration, such securities, shall be included in such offering
and registration. Then, the number of Registrable Securities, if any that maybe
included in such offering and registration shall be allocated pro rata to the
Requesting Holders and to others who requested registration, in each case in
proportion, as nearly as practicable, to the respective number of Registrable
Securities which each had requested to be included in such offering and
registration at the time of filing of the registration statement.
(d) Right Not to Proceed. Notwithstanding the provisions of Section
2 (c), the Company shall have the right at any time after it shall have give
written notice pursuant to Section 2 (c) (irrespective of whether a written
request for inclusion of any Registrable Securities shall have been made) to
elect not to file any such proposed registration statement, or to withdraw the
same after the filing but prior to the effective date thereof.
3. Registration Procedures. If and whenever the Company is required by the
provisions of Sections 2 (a) or 2 (c) to effect the registration of Registrable
Securities under the 1933 Act, the Company will:
(a) prepare and file with the SEC a registration statement with
respect to such securities, and use its best efforts to cause such registration
statement to become and remain
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effective for such period as may be reasonably necessary to effect the sale of
such securities, not to exceed nine (9) months;
(b) prepare and file with the SEC such amendments to such
registration statement and supplements to the prospectus contained therein as
may be necessary to keep such registration statement effective for such period
as may be reasonably necessary to effect the sale of such securities, not to
exceed the greater of nine (9) consecutive months following the effective date
of the registration statement or 16 months from the date of the audited
financial statements included or incorporated by reference therein;
(c) furnish to the Requesting Holders participating in such
registration (the "Sellers") and to the underwriters of the securities being
registered such reasonable number of copies of the registration statement,
preliminary prospectus, final prospectus and such other documents as such
underwriters may reasonably request in order to facilitate the public offering
of such securities;
(d) use its best efforts to register or qualify the securities
covered by such registration statement under such state securities or blue sky
laws of such jurisdictions as the Sellers may reasonably request in writing
within twenty (20) days following the original filing of such registration
statement, except that the Company shall not for any purpose be required to
execute a general consent to service of process or to qualify to do business as
a foreign corporation in any jurisdiction wherein it is not so qualified;
(e) notify the Sellers, promptly after it shall receive notice
thereof, of the time when such registration statement has become effective or a
supplement to any prospectus forming a part of such registration statement has
been filed;
(f) notify the Sellers promptly of any request by the SEC for the
amending or supplementing of such registration statement or prospectus or for
additional information;
(g) prepare and file with the SEC, promptly upon the request of any
of the Sellers, any amendments or supplements to such registration statement or
prospectus which, in the opinion of counsel for such Sellers (and concurred in
by counsel for the Company), is required under the 1933 Act or the rules and
regulations thereunder in connection with the distribution of Registrable
Securities by such Sellers;
(h) prepare and promptly file with the SEC and promptly notify the
Sellers of the filing of such amendment or supplement to such registration
statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is
required to be delivered under the 1933 Act, any event shall have occurred as
the result of which any such prospectus or any other prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and
(i) advise the Sellers, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and
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promptly use its best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued.
4. OBLIGATIONS OF HOLDERS AND SELLERS.
(a) At least seven (7) days prior to the first anticipated filing
date of a Registration Statement, the Company shall notify each Holder in
writing of the information the Company requires from each such Holder if such
Holder elects to have any of such Holder's Registrable Securities included in
such Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Holder that
such Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by him, her or it and the intended method of
disposition of the Registrable Securities held by him, her or it as shall be
reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request.
(b) Each Holder, by such Holder's acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration
Statement hereunder, unless such Holder has notified the Company in writing of
such Holder's election to exclude all of such Holder's Registrable Securities
from such Registration Statement.
(c) In the event any Holder elects to participate in an underwritten
public offering pursuant to Section 2, each such Holder agrees to enter into and
perform such Holder's obligations under an underwriting agreement, in usual and
customary form, including, without limitation, customary indemnification and
contribution obligations (only with respect to violations which occur in
reliance upon and in conformity with information furnished in writing to the
Company by such Holder expressly for use in the Registration Statement for such
underwritten public offering), with the managing underwriter of such offering
and take such other actions as are reasonably required in order to expedite or
facilitate the disposition of the Registrable Securities, unless such Holder
notifies the Company in writing of such Holder's election to exclude all of such
Holder's Registrable Securities from such Registration Statement.
(d) Each Seller agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(f),
3(h) or 3(i), such Seller will immediately discontinue disposition of
Registrable Securities pursuant to any Registration Statement(s) covering such
Registrable Securities until such Seller's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(f), (g) or 3(h).
(e) No Holder may participate in any underwritten registration
hereunder unless such Holder (i) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements, (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements, and (iii) agrees to pay his, her or its pro
rata share of all underwriting discounts and commissions.
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(f) Each Seller agrees that (i) it will not offer or sell any
Registrable Securities under a Registration Statement until it has received
copies of the prospectus included in such Registration Statement as then amended
or supplemented and notice from the Company that such Registration Statement and
any post-effective amendments thereto have become effective as contemplated in
Section 3(e) and (ii) such Seller will comply with the prospectus delivery
requirements of the 1933 Act applicable to it in connection with sales of
Registrable Securities pursuant to such Registration Statement.
5. Expenses.
(a) With respect to each registration requested pursuant to Sections
2(a) or 2(c) hereof, and with respect to each inclusion of Registrable
Securities in a registration statement pursuant to Sections 2(a) or 2(c) hereof,
all fees, costs and expenses of and incidental to such registration, inclusion
and public offering (as specified in paragraph (b) below) in connection
therewith shall be borne by the Company, provided, however, that Sellers shall
bear their pro rata share of the underwriting discount and commissions and
transfer taxes.
(b) The fees, costs and expenses of registration to be borne by the
Company as provided in paragraph (a) above shall include, without limitation,
all registration, filing, and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, and all legal fees and
disbursements and other expenses of complying with state securities or blue sky
laws of any jurisdictions in which the securities to be offered are to be
registered and qualified (except as provided in paragraph (a) above). Fees and
disbursements of counsel and accountants for the Sellers and any other expenses
incurred by the Sellers not expressly included above shall be borne by the
Sellers.
6. Indemnification.
(a) The Company will indemnify and hold harmless each Seller, its
directors and officers, and any underwriter (as defined in the 0000 Xxx) for
such holder and each person, if any, who controls such holder or such
underwriter within the meaning of the 1933 Act, from and against, and will
reimburse such holder and each such underwriter and controlling person with
respect to, any and all loss, damage, liability, cost and expense to which such
holder or any such underwriter or controlling person may become subject under
the Act or otherwise, insofar as such losses, damages, liabilities, costs or
expenses are caused by any untrue statement or alleged untrue statement of any
material fact contained in such registration statement, any prospectus contained
therein or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, damage, liability, cost or expenses arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by such Seller, such underwriter
or such controlling person in writing specifically for use in the preparation
thereof.
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(b) Each Seller will indemnify and hold harmless the Company, its
directors and officers, any controlling person and any underwriter from and
against, and will reimburse the Company, its directors and officers, any
controlling person and any underwriter with respect to, any and all loss,
damage, liability, cost or expense to which the Company or any controlling
person and/or any underwriter may become subject under the 1933 Act or
otherwise, insofar as such losses, damages, liabilities, costs or expenses are
caused by any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, any prospectus contained therein or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and in
strict conformity with written information furnished by or on behalf of such
Seller specifically for use in the preparation thereof.
(c) Promptly after receipt by an indemnified party pursuant to the
provisions of paragraph (a) or (b) of this Section 5 of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions such indemnified party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of said paragraph
(a) or (b), promptly notify the indemnifying party of the commencement thereof;
but the omission to so notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than
hereunder. In case such action is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party shall have the right to participate in, and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party,
provided, however, if the defendants in any action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or in addition to those available
to the indemnifying party, or if there is a conflict of interest which would
prevent counsel for the indemnifying party from also representing the
indemnified party, the indemnified party or parties have the right to select
separate counsel to participate in the defense of such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to the
provisions of said paragraph (a) or (b) for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation, unless (i) the indemnified
party shall have employed counsel in accordance with the provisions of the
preceding sentence, (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after the notice of the commencement of the action or (iii)
the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party.
7. CONTRIBUTION.
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To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in
Section 6; (ii) no Seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be
entitled to contribution from any Seller of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (iii) contribution by any Seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such Seller from the sale of such Registrable Securities.
8. ASSIGNMENT OF REGISTRATION RIGHTS.
The rights under this Agreement shall be assignable by the Holder to
any transferee of all or any portion of Registrable Securities if: (i) the
Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights
are being transferred or assigned ; (ii) at or before the time the Company
receives such written notice the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein, including
providing the Company with a current address for all required notices; and (iii)
such transfer shall have been made in accordance with the applicable federal and
state securities laws.
9. AMENDMENT OF REGISTRATION RIGHTS.
Provisions of this 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 Holders who hold two-thirds (2/3) of the Registrable Securities. Any
amendment or waiver effected in accordance with this Section 8 shall be binding
upon each Holder and the Company.
10. MISCELLANEOUS.
(a) A person or entity is deemed to be a Holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.
(b) Any notices, consents, waivers or other communications required
or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by
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facsimile (provided a confirmation of transmission is mechanically generated and
kept on file by the sending party); (iii) three (3) days after being sent by
U.S. certified mail, return receipt requested; or (iv) one (1) day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:
If to the Company:
Vacation Emporium Corporation
00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: 450/000-0000
Facsimile: 450/945-1938
Attention: Xxx Xxxx
With a copy to:
Xxxxx Xxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
If to a Holder:
To such holder's address as it appears on
the Company's stock transfer records
With a copy to:
Gusrae, Xxxxxx & Bruno
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel. No. (000) 000-0000
Fax No. (000) 000-0000
Attention: Xxxx Xxxxxxxx, Esq.
Each party shall provide five (5) days prior notice to the other party of any
change in address, phone number or facsimile number or the person to whose
attention notices are to be sent.
(c) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
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(d) This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York without regard to the
principles of conflict of laws. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting the City of
New York, borough of Manhattan, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.
(e) This Agreement and the Exchange Agreement constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein. This Agreement and the
Exchange Agreement supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof.
(f) Subject to the requirements of Section 8 this Agreement shall
inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.
(g) The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect, the meaning hereof. Any reference
to "Section __" shall refer to the applicable section of this Agreement.
(h) This Agreement may be executed in two or more identical
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this
Agreement.
(i) Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.
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(j) The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.
IN WITNESS WHEREOF, Xxxxx and the Company have caused this Registration
Rights Agreement to be duly executed as of the date first written above.
VACATION EMPORIUM CORPORATION
BY: /s/ Xxxxx XxXxxxxx /s/ Xxxxxxx Xxxxx
--------------------- -----------------------
Xxxxxxx Xxxxx
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