EXHIBIT 99(C)
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, dated October 17, 2001, is entered
into by and between Active Link Communications, Inc., a Colorado corporation
(the "Company"), and Xxxxxxx Xxxx, an individual ("Xxxx").
WITNESSETH:
WHEREAS, the Company and Xxxx are parties to that certain Amended and
Restated Agreement, dated October 17, 2001, by and among the Company, ALCI
Acquisition Corp., a Colorado corporation ("ALCI"), Mobility Concepts, Inc., a
Wisconsin corporation ("MC"), Xxxx and Xxxxx Xxxxxxxxxx ("Xxxxxxxxxx")
(collectively, the "Agreement");
WHEREAS, among the conditions to the consummation of the transactions
contemplated by the Agreement, is the execution and delivery of a Registration
Rights Agreement providing certain registration rights for Xxxx in connection
with his ownership of the Company's common stock; and
WHEREAS, the parties hereto desire to set forth herein the
aforementioned registration rights of Xxxx.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
and covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1
CERTAIN DEFINITIONS
The following terms shall have the definitions set forth below:
"CONTROL" (including the terms "controlling," "controlled by" and
"under common control with") shall have the meaning ascribed in Rule 12b-2 under
the Exchange Act.
"COMMISSION" means the Securities and Exchange Commission.
"COMMON STOCK" means the common stock of the Company, no par value per
share.
"COMPANY INDEMNIFIED PERSON" means the Company, its directors, each of
its officers who have signed or otherwise participated in the preparation of the
Registration Statement, each underwriter of the Registrable Securities so
registered (including any broker or dealer through whom such of the shares may
be sold) and each Person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act.
"XXXX INDEMNIFIED PERSON" means Xxxx and each underwriter of the
Registrable Securities (including its officers, directors, affiliates and
partners) so registered (including any broker or dealer through whom such shares
may be sold) and each Person, if any, who controls any such underwriter within
the meaning of Section 15 of the Securities Act.
EXHIBIT C
(to the Form 13D)
C-1
"EXCHANGE ACT" means the Securities and Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.
"LIABILITIES" for the purpose of Section 2.5 and 2.6 of this Agreement
includes any claims, damages, losses and liabilities or expenses.
"PERSON" means any individual, corporation, partnership, joint venture,
limited liability company, trust or unincorporated organization, or a government
or any agency or political subdivision thereof.
"PURCHASED SHARES" means the shares of Common Stock received by Xxxx
pursuant to the Agreement.
"REGISTRABLE SECURITIES" means (i) the Purchased Shares, (ii) the
shares of Common Stock not previously registered under the Securities Act, and
(iii) any other class of the Company's unregistered equity or debt securities
convertible into shares of unregistered Common Stock; provided, however, that
each share of Common Stock previously meeting the definition of Registrable
Securities above shall cease to be treated as a Registrable Securities upon any
sale pursuant to a registration statement under the Securities Act, Section 4(1)
of the Securities Act or Rule 144 promulgated under the Securities Act.
"REGISTRATION STATEMENT" means any registration statement filed under
the Securities Act pursuant to this Agreement.
"RIGHTS AGREEMENT" means this Agreement, as it may be amended, revised
or otherwise modified.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
"SHAREHOLDERS" means any one or more persons or entities holding shares
of the Company's equity securities.
ARTICLE 2
REGISTRATION OF COMMON STOCK
Section 2.1. Company Registration. If the Company at any time proposes
to register any of its unregistered equity or debt securities under the
Securities Act, for sale to the public, whether for its own account or for the
account of any holder or holders of any class of the Company's unregistered
equity or debt securities (except with respect to registration statements on
Forms S-4 or S-8 or another form not available for registering the sale of the
Registrable Securities to the public generally), the Company shall give written
notice of such proposed registration to Xxxx no later than thirty (30) days
prior to the filing of the Registration Statement with respect to such sale.
Subject to the terms of this Rights Agreement, such written notice shall offer
Xxxx the opportunity to register such number of shares of Registrable Securities
as Xxxx may request on the same terms and conditions as the other securities
being registered. In the
EXHIBIT C
(to the Form 13D)
C-2
event that Xxxx desires to have his Registrable Securities included in such
Registration Statement, he shall so advise the Company, in writing, within
fifteen (15) business days after the date of such notice from the Company. The
notice from Xxxx shall also state the number of Registrable Securities that Xxxx
desires to be registered. Subject to the limitations set forth in this Section
2.1, the Company shall cause to be included in such Registration Statement all
or any part of the Registrable Securities that Xxxx requests, to be registered
therein. In the event that any registration pursuant to this Section 2.1 shall
be, in whole or in part, an underwritten public offering of Registrable
Securities of the Company, the obligation of the Company to register the sale of
Registrable Securities by Xxxx shall be conditioned upon Xxxx becoming subject
to the terms and conditions of the underwriting agreement between the Company
and the underwriter or underwriters in such offering. In addition thereto, if,
in connection with any underwritten public offering of Registrable Securities,
the managing underwriter shall, pursuant to a written opinion, impose a
limitation on the number of shares of such Registrable Securities which may be
included in any such Registration Statement because such underwriter has made a
good faith determination that the inclusion of Xxxx' Registrable Securities will
materially reduce the per share price of the unregistered securities being
registered and sold by the Company, and there is excluded from such Registration
Statement all shares of Registrable Securities sought to be included therein (i)
first by any holder thereof not having any such contractual, incidental
registration rights, and (ii) second by any holder thereof having contractual,
incidental registration rights subordinate and junior to the rights of Xxxx,
then the Company shall be obligated to include in such Registration Statement
only the pro rata portion of the Registrable Securities then owed by Xxxx.
Notwithstanding the above, at no time shall the Company register hereunder less
than thirty percent (30%) of the total value of the Registrable Securities then
owned by Xxxx that Xxxx has requested be so registered.
Section 2.2. Demand Registration. At any time after the market value of
the Purchased Shares is estimated to be at least One Dollar ($1.00) per share,
Xxxx may request that the Company register under the Securities Act all or any
portion of the Registrable Securities held by Xxxx for sale in the manner
specified in such request.
Notwithstanding anything herein to the contrary, the Company shall not
be obligated to effect, or to take any action to effect, any registration
pursuant to this Section 2.2 after the Company has effected four (4)
registrations (meaning that the registration statements relating thereto have
been declared effective by the Commission) at the request of Xxxx under this
Section 2.2.
If Xxxx intends to sell such Registrable Securities in an underwritten
offering, he shall so advise the Company in such initial request and the Company
shall use its best efforts to select an underwriter, which selection must be
approved by Xxxx prior to the effective date of the registration statement
relating to such offering.
In the event that any sale taking place pursuant to this Section 2.2
shall be an underwritten public offering of Registrable Securities, the Company
shall become subject to the terms and conditions of the underwriting agreement
by and among the Company, Xxxx and the underwriter or underwriters in such
offering, all on commercially reasonable terms and conditions.
EXHIBIT C
(to the Form 13D)
C-3
Section 2.3. Registration Procedures. If and whenever the Company is
required by the provisions of this Agreement to effect the registration of
Registrable Securities under the Securities Act, the Company will, as
expeditiously as possible:
(a) prepare and file with the Commission a registration statement with
respect to such securities and use its best efforts to cause such registration
statement to become and remain effective for the period of the distribution
contemplated thereby (determined as hereinafter provided);
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period specified in paragraph (a) above and to comply with the provisions of
the Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by such registration statement for such period;
(c) furnish to Xxxx and any underwriter such number of copies of the
prospectus forming a part of such registration statement (including each
preliminary prospectus) as such Persons may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
covered by such registration statement;
(d) use its best efforts to register or qualify the Registrable
Securities covered by such registration statement under the securities or blue
sky laws of such jurisdictions as Xxxx or, in the case of an underwritten public
offering, the managing underwriter, shall reasonably request; provided, however,
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not then qualified or to take any action which would
subject it to the service of process in suits other than those arising out of
the offer or sale of the securities covered by such registration statement in
any jurisdictions where it is not then subject to service of process in such
other suits;
(e) as expeditiously as possible, notify Xxxx and any underwriter and
(if requested by any such Person) confirm such notice in writing, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
Registration Statement or related prospectus, as then in effect, includes an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing, such obligation to continue for
the period specified in paragraph (a) above; and, as promptly as practicable
thereafter, prepare and file with the Commission and furnish a supplement or
amendment to such prospectus so that, as thereafter deliverable to the
purchasers of such Registrable Securities, such prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statement therein, in light of the circumstances under which they
were made, not misleading.
(f) enter into an underwriting agreement in the form then currently in
use by the underwriter or underwriters in such offering and consistent with the
provisions of this Section 2.3;
EXHIBIT C
(to the Form 13D)
C-4
(g) cause all such Registrable Securities registered pursuant hereunder
to be listed on each securities exchange on which similar securities issued by
the Company are then listed, if any;
(h) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration;
(i) furnish, at the request of Xxxx, on the date that such Registrable
Securities is delivered to the underwriters for sale in connection with a
registration pursuant to this Section 2.3, if such securities are being sold
through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to Xxxx and (ii) a letter
dated such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to Xxxx;
(j) notify Xxxx promptly after the Company 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;
(k) notify Xxxx promptly of any request by the Commission for the
amending or supplementing of such Registration Statement or prospectus or for
additional information;
(l) advise Xxxx promptly after the Company shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for that purpose and 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; and
(m) otherwise to comply with all applicable rules and regulations of
the Commission.
For purposes of paragraphs (a), (b) and (e) above, the period of
distribution of Registrable Securities shall be deemed to extend until the
earlier of the sale of all Registrable Securities covered thereby or 120 days
after the effective date thereof; provided, however, that in the event the
Company or an underwriter requests that Xxxx not sell any shares of Registrable
Securities for a particular period of time during the effectiveness of any such
registration statement, the period of distribution of Registrable Securities
shall be deemed to extend for a period of time equal to the actual number of
days of such stay period.
In connection with each registration hereunder, the obligation of the
Company to register the sale of Registrable Securities held by Xxxx is
conditioned upon Xxxx furnishing to the Company in writing such information with
respect to himself and the proposed distribution of the Registrable Securities
by him as shall be reasonably necessary in order to assure compliance with
Federal and applicable state securities laws.
EXHIBIT C
(to the Form 13D)
C-5
Section 2.4. Expenses. The Company shall pay the expenses in connection
with each registration, including in each case, without limitation, the fees and
expenses of counsel for Xxxx, all registration and filing fees, fees and
expenses required by state securities and blue sky laws, legal, accounting and
underwriting (excluding discounts and commission attributable to shares of
Registrable Securities sold by Xxxx) fees and disbursements, printing, messenger
and delivery expenses, and fees and expenses of any other Person retained by the
Company.
Section 2.5. Indemnification.
(a) In the event that the Company registers any of the Registrable
Securities under the Securities Act, the Company will, to the extent permitted
by law, indemnify and hold harmless each Xxxx Indemnified Person from and
against any and all Liabilities, joint or several, to which they or any of them
become subject under the Securities Act or under any other statute or at common
law or otherwise, and, except as hereinafter provided, will reimburse each
Indemnified Person for any legal or other expenses reasonably incurred by them
or any of them in connection with investigating or defending any actions,
whether or not resulting in any Liability, insofar as such Liabilities arise out
of, or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any filing with any
state securities authority, in any preliminary or amended preliminary prospectus
or in the final prospectus (or the Registration Statement or prospectus as from
time to time amended or supplemented by the Company) 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 in order to make the statements
therein not misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act or any state securities laws or
regulations applicable to the Company and relating to action or inaction
required of the Company in connection with such registration, unless (i) such
untrue statement or alleged untrue statement or omission or alleged omission was
made in the Registration Statement, preliminary or amended preliminary
prospectus or final prospectus in reliance upon and in conformity with
information furnished in writing to the Company in connection therewith by Xxxx
expressly for use therein, or unless (ii) in the case of a sale directly by Xxxx
(including a sale of such Registrable Securities through any underwriter
retained by Xxxx to engage in a distribution solely on behalf of Xxxx), such
untrue statement or alleged untrue statement or omission or alleged omission was
contained in a preliminary prospectus and corrected in a final or amended
prospectus, and Xxxx failed to deliver a copy of the final or amended prospectus
at or prior to the confirmation of the sale of the Registrable Securities to the
Person asserting any such loss, claim, damage or liability in any case where
such delivery is required by the Securities Act or any state securities laws.
(b) Promptly after receipt by any Xxxx Indemnified Person of notice of
the commencement of any action in respect of which indemnity may be sought
against the Company, such Xxxx Indemnified Person will notify the Company in
writing of the commencement thereof, and, subject to the provisions hereinafter
stated, the Company shall assume the defense of such action (including the
employment of counsel, who shall be counsel reasonably satisfactory to such Xxxx
Indemnified Person) and the payment of reasonable expenses insofar as such
action shall relate to any alleged Liabilities in respect of which indemnity may
be sought against the Company.
EXHIBIT C
(to the Form 13D)
C-6
(c) Each Xxxx Indemnified Person shall have the right to employ
separate counsel in any such action and to participate in the defense thereof,
and the fees and expenses of such counsel shall be at the expense of the Company
regardless of whether of not the employment of such counsel has been
specifically authorized by the Company. The Company shall not be liable to
indemnify any Xxxx Indemnified Person for any settlement of any such action
effected without the Company's consent. The Company shall not, except with the
approval of each Xxxx Indemnified Person being indemnified under this Section
2.5, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to the parties being so indemnified of a release from all liability in
respect to such claim or litigation.
(d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which any Xxxx Indemnified
Person makes a claim for indemnification pursuant to this Section 2.5 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 2.5 provides for indemnification in
such case, then the Company and such Xxxx Indemnified Person will contribute to
the aggregate Liabilities to which they may be subject (after contribution from
other) in such proportion so that Xxxx Indemnified Person is responsible for the
portion represented by the percentage that the public offering price of its
Registrable Securities offered by the Registration Statement bears to the
offering price of all securities offered by such Registration Statement, and the
Company is responsible for the remaining portion; but if it is determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such allocation may not be enforced, then the Company and such Xxxx Indemnified
Person shall contribute to the aggregate Liabilities as is appropriate to
reflect the relative fault of the Company on the one hand and of the Xxxx
Indemnified Person on the other in connection with the statements or omissions
which resulted in such Liabilities, as well as any other relevant equitable
consideration. The relative fault of the Company on the one hand and of the Xxxx
Indemnified Person on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or by the Xxxx Indemnified Person on the
other, and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.
Section 2.6. Indemnification of Company Indemnified Persons.
(a) In the event that the Company registers any of the Registrable
Securities under the Securities Act, Xxxx will, to the extent permitted by law,
indemnify and hold harmless each Company Indemnified Person from and against any
and all Liabilities, joint or several, to which they or any of them become
subject under the Securities Act or under any other statute or at common law or
otherwise, and, except as hereinafter provided, will reimburse the Company
Indemnified Persons for any legal or other expenses reasonably incurred by them
or any of them in connection with investigating or defending any actions,
whether or not resulting in any
EXHIBIT C
(to the Form 13D)
C-7
Liability, insofar as such Liabilities arise out of, or are based upon, any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or any filing with any state securities authority, in any
preliminary or amended preliminary prospectus or in the final prospectus (or the
Registration Statement or prospectus as from time to time amended or
supplemented by the Company) 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 in order to make the statements therein not misleading, but only
insofar as any such statement, filing or omission was made in reliance upon and
in conformity with information furnished in writing to the Company in connection
therewith by Xxxx expressly for use therein.
(b) Promptly after receipt of notice of the commencement of any action
in respect of which indemnity may be sought against such Company Indemnified
Person, the Company will notify Xxxx in writing of the commencement thereof, and
Xxxx shall, subject to the provisions hereinafter stated, assume the defense of
such action (including the employment of counsel, who shall be counsel
reasonably satisfactory to the Company) and the payment of reasonable expenses
insofar as such action shall relate to the alleged Liabilities in respect of
which indemnity may be sought against Xxxx.
(c) Each Company Indemnified Person shall have the right to employ
separate counsel in any such action and to participate in the defense thereof,
but the fees and expenses of such counsel shall not be at the expense of Xxxx
unless the employment of such counsel has been specifically authorized by Xxxx.
Xxxx shall not be liable to indemnify any Company Indemnified Person for any
settlement of any such action effected without Xxxx' consent. Xxxx shall not,
except with the approval of each Company Indemnified Person being indemnified
under this Section 2.6, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to the parties being so indemnified of a release from
all liability in respect to such claim or litigation.
(d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which any Company Indemnified
Person makes a claim for indemnification pursuant to this Section 2.6 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 2.6 provides for indemnification in
such case, then the Company and Xxxx will contribute to the aggregate
Liabilities to which they may be subject (after contribution from other) in such
proportion so that Xxxx is responsible for the portion represented by the
percentage that the public offering price of its Registrable Securities offered
by the Registration Statement bears to the offering price of all securities
offered by such Registration Statement, and the Company is responsible for the
remaining portion; but if it is determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such allocation may not be
enforced, then Xxxx and such Company Indemnified Person shall contribute to the
aggregate Liabilities as is appropriate to reflect the relative fault of the
Company on the one hand and of Xxxx on the other in connection with the
statements or omissions which resulted in such Liabilities, as well as any other
relevant equitable consideration. The relative fault of the Company on the one
hand and of Xxxx on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact
EXHIBIT C
(to the Form 13D)
C-8
relates to information supplied by the Company on the one hand or by Xxxx on the
other, and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.
Section 2.7. Assignment. The registration rights granted to Xxxx by
this Agreement may be assigned to any other Person; provided that, in the event
of such assignment or transfer, any such assignee or transferee agrees in
writing to be bound by all of the provisions of this Agreement. To the extent
assigned or transferred as permitted herein, all references to Xxxx shall be
interpreted to include any such transferee or assignee. Subject to this Section
2.7, this Agreement shall be binding upon and inure to the benefit of the
Company and Xxxx and their respective heirs, successors and assigns, except that
the Company shall not have the right to delegate its obligations hereunder or to
assign its rights hereunder or any interest herein without the prior written
consent of Xxxx.
Section 2.8. Reports Under Securities Exchange Act of 1934. So long as
the Company is subject to the reporting requirements of either Section 13 or
Section 15(d) of the Exchange Act, the Company will use its best efforts to file
timely with the Commission such information as the Commission may require under
with of said sections. The Company shall use its best efforts to take all action
as may be required as a condition to the availability of Rule 144 under the
Securities Act (or any successor exemptive rule hereinafter in effect) with
respect to such Common Stock. The Company shall furnish to Xxxx forwith upon
request (i) a written statement by the Company as to its compliance with the
reporting requirements of Rule 144, (ii) a copy of the most recent annual or
quarterly report of the Company as filed with the Commission, and (iii) such
other reports and documents as Xxxx may reasonably request in availing himself
of any rule or regulation of the Commission allowing a holder to sell any such
Registrable Securities without registration.
ARTICLE 3
MISCELLANEOUS
Section 3.1. No Equal or Prior Rights. The Company agrees that it will
not grant registration rights to any person or entity not a party to this
Agreement on terms and conditions which would give such person or entity
registration rights equal to or superior to the rights granted to Xxxx hereby,
without the prior written consent of Xxxx.
Section 3.2. Termination; Amendment; Waiver. This Agreement may be
terminated or amended, and any provision hereof may be waived, only with the
prior written consent of the Company and Xxxx.
Section 3.3. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed duly given (i) on the date of delivery
if delivered personally, or by telecopy or facsimile upon confirmation of
receipt, (ii) on the first business day following the date of dispatch if
delivered by a recognized next-day courier service, or (iii) on the 5th business
day following the date of mailing if delivered by registered or certified mail,
return receipt requested, postage prepaid. All notices hereunder shall be
delivered as set forth below, or
EXHIBIT C
(to the Form 13D)
C-9
pursuant to such other instructions as may be designated in writing by the party
to receive such notice:
(a) If to Active Link:
Active Link Communications, Inc.
0000 Xxxxx Xxxxxx Xxxxxxx, #0000
Xxxxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxxxxxxx, CEO
with a copy to:
Xxxxxx Xxxxx, L.L.P.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
(b) If to Xxxx:
Xxxxxxx Xxxx, President
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
with a copy to:
Xxxx & Xxxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxx, Esq. and Xxxx Xxx, Esq.
Section 3.4. Complete Agreement. This Agreement represents the entire
agreement among Xxxx and the Company with respect to the matters set forth
herein, and the parties hereto acknowledge that there have been no
representations, warranties, covenants or agreements made by any party hereto
other than those contained in this Agreement.
Section 3.5. Counterparts. This Agreement may be executed in
counterparts, each of which shall be signed by one or more of the Company and
Xxxx, and all of which are deemed to be one and the same agreement binding upon
each party hereto.
Section 3.6. 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.
Section 3.7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without regard
to its conflicts of law doctrine.
EXHIBIT C
(to the Form 13D)
C-10
Section 3.8. Injunctive Relief. Xxxx and the Company recognize that in
the event Xxxx or the Company fail to observe the terms and conditions of this
Agreement, any remedy at law may prove to be inadequate relief to the Company
and Xxxx; therefore, Xxxx and the Company agree that the Company and Xxxx shall
be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages, and without a requirement for
the posting of bond.
Section 3.9. Further Assurances. From and after the date of this
Agreement, upon the request of Xxxx or the Company, the Company and Xxxx shall
execute and deliver such instruments, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.
EXHIBIT C
(to the Form 13D)
C-11
IN WITNESS WHEREOF, the undersigned, thereunto duly authorized, have
hereunto set their respective hands as of the day and year first above written.
ACTIVE LINK COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Its: CEO
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
-------------------------------------
/s/ Xxxxxxx X. Xxxx
-------------------------------------------
Xxxxxxx Xxxx
EXHIBIT C
(to the Form 13D)
C-12
