ANNEX IV
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 22,
1997 (this "Agreement"), is made by and between STRATEGIC SOLUTIONS GROUP, INC.,
a Delaware corporation (the "Company"), and the entity named on the signature
page hereto (the "Initial Investor").
W I T N E S S E T H:
WHEREAS, upon the terms and subject to the conditions of the
Securities Purchase Agreement, dated as of October 22, 1997, between the Initial
Investor and the Company (the "Securities Purchase Agreement"), the Company has
agreed to issue and sell to the Initial Investor one or more 6% Convertible
Subordinated Debentures of the Company, in an aggregate principal amount of
$1,600,000 (the "Debentures"), and warrants to purchase 40,000 shares of Common
Stock (the "Warrants"); and
WHEREAS, the Debentures are convertible into shares (the
"Conversion Shares") of the Common Stock, par value $0.001 per share, of the
Company (the "Common Stock") upon the terms and subject to the conditions of the
Debentures (as defined in the Securities Purchase Agreement) and the Warrants
may be exercised for the purchase of shares of Common Stock (the "Warrant
Shares") upon the terms and conditions of the Warrants; and
WHEREAS, to induce the Initial Investor to execute and deliver
the Securities Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute (collectively, the
"Securities Act"), with respect to the Conversion Shares; and
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 the
Initial Investor hereby agrees as follows:
1. Definitions.
(a) As used in this Agreement, the following terms shall have the following
meanings:
(i) "Investor" means the Initial Investor and any permitted transferee or
assignee who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 hereof.
(ii) "Potential Material Event" means any of the following: (a) the possession
by the Company of material information not ripe for disclosure in a
registration statement, which shall be evidenced by determinations in good
faith by the Board of Directors of the Company that disclosure of such
information in the registration statement would be detrimental to the
business and affairs of the Company; or (b) any material engagement or
activity by the Company which would, in the good faith determination of the
Board of Directors of the Company, be adversely affected by disclosure in a
registration statement at such time, which determination shall be
accompanied by a good faith
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determination by the Board of Directors of the Company that the
registration statement would be materially misleading absent the
inclusion of such information.
(iii)"Register," "Registered," and "Registration" refer to a registration
effected by preparing and filing a Registration Statement or Statements in
compliance with the Securities Act and pursuant to Rule 415 under the
Securities Act or any successor rule providing for offering securities on a
continuous basis, and the declaration or ordering of effectiveness of such
Registration Statement by the United States Securities and Exchange
Commission (the "SEC").
(iv) "Registrable Securities" means the Conversion Shares and the Warrant
Shares.
(v) "Registration Statement" means a registration statement of the Company
under the Securities Act.
(b) Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Securities Purchase Agreement.
2. Registration.
(a) Mandatory Registration. The Company shall prepare and file with the SEC, no
later than forty-five (45) days following the Closing Date under the
Securities Purchase Agreement, either a Registration Statement on Form S-3
registering for resale by the Investor a sufficient number of shares of
Common Stock for the Initial Investor (or such lesser number as may be
required by the SEC, but in no event less than the number of shares into
which the Debentures would be convertible and the Warrants exercisable at
the time of filing of the Form S-3, or an amendment to any pending Company
Registration Statement on Form S-3, and such Registration Statement or
amended Registration Statement shall state that, in accordance with Rule
416 and 457 under the Securities Act, it also covers such indeterminate
number of additional shares of Common Stock as may become issuable upon
conversion of the Debentures and the exercise of the Warrants resulting
from adjustment in the Conversion Price, or to prevent dilution resulting
from stock splits or stock dividends). The Company shall use its best
efforts to cause the Registration Statement to be declared effective no
later than 90 days after the Closing Date. If at any time the number of
shares of Common Stock into which the Debentures may be converted and which
would be issued upon exercise of the
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Warrants exceeds the aggregate number of shares of Common Stock then registered,
the Company shall, within ten (10) business days after receipt of a written
notice from any Investor, either (i) amend the Registration Statement filed
by the Company pursuant to the preceding sentence, if such Registration
Statement has not been declared effective by the SEC at that time, to
register all shares of Common Stock into which the Debentures may be
converted and which would be issued upon exercise of the Warrants, or (ii)
if such Registration Statement has been declared effective by the SEC at
that time, file with the SEC an additional Registration Statement on Form
S-3 to register the shares of Common Stock into which the Debentures may be
converted and which would be issued upon exercise of the Warrants that
exceed the aggregate number of shares of Common Stock already registered.
Notwithstanding the other provisions of this Agreement, the number of
shares that the Company shall be obligated to register hereunder at any
time shall be limited to the number of authorized shares that it has
available for issuance.
(b) Payments by the Company.
(i) If the Registration Statement covering the Registrable Securities is not
filed in proper form with the SEC within forty-five (45) days after the
Closing Date (the "Required Filing Date"), the Company will make payment to
the Initial Investor in such amounts and at such times as shall be
determined pursuant to this Section 2(b).
(ii) If the Registration Statement covering the Registrable Securities is not
effective within the earlier of (a) five (5) days after notice by the SEC
that it may be declared effective or (b) ninety (90) days following the
Closing Date or the end of any Permitted Suspension Period (as defined in
this Agreement) (the "Required Effective Date"), then the Company will make
payments to the Initial Investor in such amounts and at such times as shall
be determined pursuant to this Section 2(b).
(iii)The amount (the "Periodic Amount") to be paid by the Company to the
Initial Investor shall be determined as of each Computation Date (as
defined below) and such amount shall be equal to (A) one percent (1%) of
the purchase price paid by the Initial Investor (the "Purchase Price") for
all Debentures then purchased and outstanding pursuant to the Securities
Purchase Agreement for the period from the date following the Required
Filing Date or the Required Effective Date, as the case may be, to the
first relevant Computation Date, and (B) three percent (3%) to each
Computation Date thereafter. By way of illustration and not in limitation
of the foregoing, if the Registration Statement is timely filed but is not
declared effective until one hundred and seventy (170) days after the
Closing Date, the Periodic Amount will aggregate seven percent (7%) of the
Purchase Price of the Debentures (1% for days 91-120, plus 3% for days
121-150, plus 3% for days 151-170).
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(iv) Each Periodic Amount will be payable by the Company in cash or other
immediately available funds to the Investor upon demand of the Investor at
any time following 120 days following the Closing Date.
(v) The parties acknowledge that the damages which may be incurred by the
Investor if the Registration Statement has not been declared effective by
the Required Registration Date may be difficult to ascertain. Therefore,
the parties agree that the Periodic Amount represents a reasonable estimate
on the part of the parties, as of the date of this Agreement, of the amount
of such damages and that the payment by Company of the Periodic Amount
shall be deemed in complete and total satisfaction of all claims of
Investor against Company for failure of Company to comply with this Section
2(b).
(vi) Notwithstanding the foregoing, the amounts payable by the Company pursuant
to this provision shall not be payable to the extent any delay in the
filing or effectiveness of the Registration Statement occurs because of an
act of, or a failure to act or to act timely by the Initial Investor or its
counsel, or in the event all of the Registrable Securities may be sold
pursuant to Rule 144 under the Securities Act ("Rule 144") or another
available exemption under the Securities Act.
(vii)"Computation Date" means (i) the date which is the earlier of (A) thirty
(30) days after the Required Filing Date or the Required Effective Date, as
the case may be, or (B) the date after the Required Filing Date or the
Required Registration Date on which the Registration Statement is filed
(with respect to payments due as contemplated by Section 2(b)(i) hereof) or
declared effective (with respect to payments due as contemplated by Section
2(b)(ii) hereof), as the case may be, and (ii) each date which is the
earlier of (A) thirty (30) days after the previous Computation Date or (B)
the date after the previous Computation Date on which the Registration
Statement is filed (with respect to payments due as contemplated by Section
2(b)(i) hereof) or declared effective (with respect to payments due as
contemplated by Section 2(b)(ii) hereof), as the case may be.
(viii) Anything in the preceding provisions of this Section 2(b) to the contrary
notwithstanding, if, but only if, the Registration Statement is declared
effective within one hundred twenty (120) days following the Closing Date,
the provisions of this Section 2(b) shall not apply and the Company will
not have any obligation to pay any Periodic Amount to the Initial Investor
with respect thereto.
3. Obligations of the Company. In connection with the registration of the
Registrable Securities, the Company shall do each of the following.
(a) Prepare promptly, and file with the SEC by forty- five (45) days after the
initial Closing Date, a Registration Statement with respect to not less
than the number of Registrable Securities provided in Section 2(a), above,
and thereafter use its reasonable best efforts to cause each Registration
Statement relating to Registrable Securities to become effective the
earlier of (a) five (5) days after notice by the SEC that it may be
declared effective or (b) ninety (90) days following the Closing Date, and
keep the
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Registration Statement effective at all times until the earliest (the
"Registration Period") of (i) the date that is two years after the Closing
Date, (ii) the date when the Investors may sell all Registrable Securities
under Rule 144 or (iii) the date the Investors no longer own any of the
Registrable Securities, which Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall
not contain any 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, in light of the circumstances in which they were made,
not misleading;
(b) Prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration effective at all times during the
Registration Period, and, during the Registration Period, comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by the Registration Statement
until such time as all of such Registrable Securities have been disposed of
in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in the Registration Statement;
(c) The Company shall permit a single firm of counsel designated by the Initial
Investor to review the Registration Statement and all amendments and
supplements thereto a reasonable period of time prior to their filing with
the SEC, and not file any document in a form to which such counsel
reasonably objects;
(d) Furnish to each Investor whose Registrable Securities are included in the
Registration Statement and its legal counsel identified to the Company, (i)
promptly after the same is prepared and publicly distributed, filed with
the SEC, or received by the Company, one (1) copy of the Registration
Statement, each preliminary prospectus and prospectus, and each amendment
or supplement thereto, and (ii) such number of copies of a prospectus, and
all amendments and supplements thereto and such other documents, as such
Investor may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such Investor;
(e) As promptly as practicable after becoming aware of such event, notify each
Investor 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 use its best efforts promptly to prepare a
supplement or amendment to the Registration Statement or other appropriate
filing with the SEC to correct such untrue statement or omission, and
deliver a number of copies of such supplement or amendment to each Investor
as such Investor may reasonably request;
(f) As promptly as practicable after becoming aware of such event, notify each
Investor who holds Registrable Securities being sold (or, in the event of
an underwritten offering, the managing
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underwriters) of the issuance by the SEC of a Notice of Effectiveness
or any notice of effectiveness or any stop order or other
suspension of the effectiveness of the Registration Statement at the
earliest possible time;
(g) Notwithstanding the foregoing, if at any time or from time to time after
the date of effectiveness of the Registration Statement, the Company
notifies the Investors in writing of the existence of a Potential Material
Event, the Investors shall not offer or sell any Registrable Shares, or
engage in any other transaction involving or relating to the Registrable
Shares, from the time of the giving of notice with respect to a Potential
Material Event until the Investors receive written notice from the Company
that such Potential Material Event either has been disclosed to the public
or no longer constitutes a Potential Material Event (a "Resumption of
Trading Notice"); provided, however, that the Company may not suspend the
Investors' ability to trade the Registrable Shares (i) for more than an
aggregate of forty (40) days (but in no event for more than thirty (30)
consecutive days) during any 12-month period during the period the
Registration Statement is required to be in effect, or (ii) for a period of
at least ten (10) days following any date the Company has issued a
Resumption of Trading Notice. A period during which the Company is
permitted to suspend trading as provided in this section is referred to as
a "Permitted Suspension Period" in this Agreement.
(h) Use its reasonable efforts to secure designation of all the Registrable
Securities covered by the Registration Statement the quotation of the
Registrable Securities on The NASDAQ SmallCap Market, or if, despite the
Company's reasonable efforts to satisfy the preceding clause, the Company
is unsuccessful in doing so, to secure NASDAQ/OTC Bulletin Board
authorization and quotation for such Registrable Securities and, without
limiting the generality of the foregoing, to arrange for at least two
market makers to register with the National Association of Securities
Dealers, Inc. as such with respect to such Registrable Securities;
(i) Provide a transfer agent and registrar, which may be a single entity, for
the Registrable Securities not later than the effective date of the
Registration Statement;
(j) Cooperate with the Investors who hold Registrable Securities being offered
to facilitate the timely preparation and delivery of certificates for the
Registrable Securities to be offered pursuant to the Registration Statement
and enable such certificates for the Registrable Securities to be in such
denominations or amounts as the case may be, as the Investors may
reasonably request, and, within three (3) business days after a
Registration Statement which includes Registrable Securities is ordered
effective by the SEC, the Company shall deliver, and shall cause legal
counsel selected by the Company to deliver, to the transfer agent for the
Registrable Securities (with copies to the Investors whose Registrable
Securities are included in such Registration Statement) an appropriate
instruction and opinion of such counsel; and
(k) Take all other reasonable actions necessary to expedite and facilitate
disposition by the Investor of the Registrable Securities pursuant to the
Registration Statement.
4. Obligations of the Investors. In connection with the registration of the
Registrable Securities, the Investors shall have the following obligations:
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(a) 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 Investor that such Investor shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of the
Registrable Securities held by 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. At least five (5) days prior to the first anticipated
filing date of the Registration Statement, the Company shall notify each
Investor of the information the Company requires from each such Investor
(the "Requested Information") if such Investor elects to have any of such
Investor's Registrable Securities included in the Registration Statement.
If at least two (2) business days prior to the filing date the Company has
not received the Requested Information from an Investor (a "Non-Responsive
Investor"), then the Company may file the Registration Statement without
including Registrable Securities of such Non-Responsive Investor;
(b) Each Investor by such Investor'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 the Registration Statement
hereunder, unless such Investor has notified the Company in writing of such
Investor's election to exclude all of such Investor's Registrable
Securities from the Registration Statement; and
(c) Each Investor agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 3(e) or 3(f),
above, such Investor will immediately discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(e) or 3(f)
and, if so directed by the Company, such Investor shall deliver to the
Company (at the expense of the Company) or destroy (and deliver to the
Company a certificate of
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destruction) all copies in such Investor's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.
5. Expenses of Registration. All reasonable expenses, other than underwriting
discounts and commissions and selling expenses (including stock transfer
taxes incurred in connection with registrations, filings or qualifications
pursuant to Section 3), including all registration, listing, and
qualifications fees, printers and accounting fees, the fees and
disbursements of counsel for the Company, and a fee for a single counsel
for the Investor not exceeding $3,500, shall be borne by the Company.
6. Indemnification. In the event any Registrable Securities are included in a
Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Investor who holds such Registrable Securities, the
directors, if any, of such Investor, the officers, if any, of such
Investor, each person, if any, who controls any Investor within the meaning
of the Securities Act or the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (each, an "Indemnified Person" or "Indemnified
Party"), against any losses, claims, damages, liabilities or expenses
(joint or several) incurred (collectively, "Claims") to which any of them
may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations in the Registration
Statement, or any post- effective amendment thereof, or any prospectus
included therein: (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any post-effective
amendment thereof or 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, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the final prospectus (as
amended or supplemented, if the Company files any amendment thereof or
supplement thereto with the SEC) or the omission or alleged omission to
state therein any material fact necessary to make the statements made
therein, in light
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of the circumstances under which the statements therein were made, not
misleading or (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any state securities law or any rule
or regulation under the Securities Act, the Exchange Act or any state
securities law (the matters in the foregoing clauses (i) through (iii)
being, collectively, "Violations"). Subject to clause (b) of this Section
6, the Company shall reimburse the Investors, promptly as such expenses are
incurred and are due and payable, for reasonable legal fees or other
reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section
6(a) shall not (I) apply to a Claim arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of such Indemnified
Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto,
(II) be available to the extent such Claim is based on a failure of the
Investor to deliver or cause to be delivered the prospectus made available
by the Company; or (III) apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the
Company, which consent shall not be unreasonably withheld. Each Investor
will indemnify the Company and its officers, directors and agents against
any claims arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to
the Company, by or on behalf of such Investor, expressly for use in
connection with the preparation of the Registration Statement, subject to
such limitations and conditions as are applicable to the Indemnification
provided by the Company to this Section 6. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9.
(b) Promptly after receipt by an Indemnified Person or Indemnified Party under
this Section 6 of notice of the commencement of any action (including any
governmental action),
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such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this
Section 6, 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
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as
the case may be; provided, however, that an Indemnified Person or
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, in
the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified
Party and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or
Indemnified Party and any other person represented by such counsel in such
proceeding. In such event, the indemnifying party shall pay for only one
separate legal counsel for the Indemnified Party or Indemnified Person;
such legal counsel to be selected by the Indemnified Person or Indemnified
Party, (I) subject to the consent of the indemnifying party (which consent
shall not be unreasonably withheld or delayed), and (II) if the Indemnified
Parties or Indemnified Persons are Investors, by the Investors holding a
majority in interests of the Registrable Securities included in the
Registration Statement to which the Claim relates. Except as provided in
the immediately preceding sentences, in case any such action is brought
against any Indemnified Person or Indemnified Party, and it notifies the
indemnifying party of the commencement thereof, after notice from the
indemnifying party to such Indemnified Person or Indemnified Party of the
indemnifying person's election so to assume (alone or with other
indemnifying persons) the defense thereof, the indemnifying party will not
be liable to such Indemnified Person or Indemnified Party under this
Section 6 for legal or other out-of-pocket expenses subsequently incurred
by such Indemnified Person or Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation,
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unless the indemnifying party shall not defend such action to its
final conclusion. The Indemnified Person or Indemnified Party shall have
the right to employ separate counsel in any such action and to participate
in the defense thereof, but the fees and out-of-pocket expenses of such
counsel shall not be at the expense of the indemnifying party if the
indemnifying party has assumed the defense of the action with counsel
reasonably satisfactory to the Indemnified Person or Indemnified Party. The
failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or
Indemnified Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action. The
indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as such expense, loss, damage or liability is incurred and is due
and payable.
7. Contribution. 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 (a) 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; (b) no
seller of Registrable Securities guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any seller of Registrable Securities who was
not guilty of such fraudulent misrepresentation; and (c) 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. Reports under Exchange Act. With a view to making available to the
Investors the benefits of Rule 144 or any other similar rule or regulation
of the SEC that may at any time permit the Investors to sell securities of
the Company to the public without registration, the Company agrees to:
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(a) make and keep public information available, as those terms are understood
and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and
(c) furnish to each Investor so long as such Investor owns Registrable
Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual
or quarterly report of the Company and such other reports and documents so
filed by the Company and (iii) such other information as may be reasonably
requested to permit the Investors to sell such securities pursuant to Rule
144 without registration.
9. Assignment of the Registration Rights. The rights to have the Company
register Registrable Securities pursuant to this Agreement shall be
automatically assigned by the Investors to any transferee of the
Registrable Securities (or all or any portion of any Debenture of the
Company which is convertible into such securities) only if: (a) the
Investor agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within a
reasonable time after such assignment, (b) the Company is, within a
reasonable time after such transfer or assignment, furnished with written
notice of (i) the name and address of such transferee or assignee and (ii)
the securities with respect to which such registration rights are being
transferred or assigned, (c) immediately following such transfer or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act and applicable state
securities laws, and (d) at or before the time the Company received the
written notice contemplated by clause (b) of this sentence the transferee
or assignee agrees in writing with the Company to be bound by all of the
provisions contained herein and the Securities Purchase Agreement of even
date herewith. In the event of any delay in filing or effectiveness of the
Registration Statement as a result of such assignment, the Company shall
not be liable for any damages arising from such delay, or the payments set
forth in Section 2(b) hereof.
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10. Amendment of Registration Rights. Any provision 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 Investors who hold an eighty (80%)
percent interest of the Registrable Securities. Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each
Investor and the Company.
11. 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) Notices required or permitted to be given hereunder shall be in writing and
shall be deemed to be sufficiently given when personally delivered (by
hand, by courier, by telephone line facsimile transmission, receipt
confirmed, or other means) or sent by certified mail, return receipt
requested, properly addressed and with proper postage pre-paid (i) if to
the Company, STRATEGIC SOLUTIONS GROUP, INC., 000 Xxxxx Xx., Xxxxxxxxx, XX
00000, ATTN: Xxxx Xxxxxxx, Telecopier No.: (000) 000-0000; with a copy to
Palmarella & Xxxxxxx, P.C., 000 Xxx Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxx, XX
00000, ATTN: Xxxxxx X. Xxxxxxxxxx, Esq., Telecopier No.: (000) 000-0000;
(ii) if to the Initial Investor, at the address set forth under its name in
the Securities Purchase Agreement, with a copy to Xxxxxx Xxxxxxx, Esq.,
Xxxxxxx & Prager, 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, XX 00000,
Telecopier No.: (000) 000-0000; and (iii) if to any other Investor, at such
address as such Investor shall have provided in writing to the Company, or
at such other address as each such party furnishes by notice given in
accordance with this Section 11(b), and shall be effective, when personally
delivered, upon receipt and, when so sent by registered or certified mail,
four (4) calendar days after deposit with the United States Postal Service.
(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.
(a) This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Delaware for contracts to be wholly performed in such
state and without giving effect to the principles thereof regarding the
conflict of laws. Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the City of Wilmington
or the state courts of the State of Delaware sitting in the City of
Wilmington in connection with any dispute arising under this Agreement and
hereby waives, to the
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13
maximum extent permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in such
jurisdictions.
(b) 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 or the
validity or enforceability of this Agreement in any other jurisdiction.
(c) Subject to the requirements of Section 9 hereof, this Agreement shall
inure to the benefit of and be binding upon the successors and assigns of
each of the parties hereto.
(d) All pronouns and any variations thereof refer to the masculine, feminine or
neuter, singular or plural, as the context may require.
(e) The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning thereof.
(i) This Agreement may be executed in one or more 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 telephone line facsimile transmission of a
copy of this Agreement bearing the signature of the party so delivering
this Agreement.
(j) This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or
referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof. This Agreement may be amended only by an instrument in writing
signed by the party to be charged with enforcement thereof.
(k) Neither party shall be liable for consequential damages.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.
STRATEGIC SOLUTIONS GROUP, INC.
By:
Name:
Title:
------------------------------------------
By:
Name:
Title:
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