REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (this "Agreement") is made and entered into as
of
this ____ day of
__________,
2007,
by and between Pinpoint Recovery Solutions Corp., a Delaware corporation (the
"Company"),
and the purchasers signatory hereto (the "Purchasers", and each a
"Purchaser").
WITNESSETH
WHEREAS,
the Purchasers have agreed to purchaseunits
(consisting of 8,235 shares of common
stock, per value $.001 per share (the "Common Stock") and 2,000 warrants) (the
"Units") pursuant
to the terms of the Purchase Agreement (the "Purchase Agreement") between the
Purchasers and the
Company;
WHEREAS,
pursuant to the Purchase Agreement, the Company has issued and delivered to
the
Purchasers certain shares of its Common Stock and certain of its warrants (the
"Warrant");
WHEREAS,
the Warrant is exercisable into a certain number of shares (the "Warrant
Shares") of the
Company's Common Stock, at such times and on such terms as set forth in the
Warrant Agreement;
WHEREAS,
as additional consideration for the Purchasers acquisition of the Units, the
Company desires
to grant to the Purchasers certain registration rights with respect to the
Common Stock and the Warrant Shares; and
NOW
THEREFORE, in consideration of the foregoing and other good and valuable
consideration,
the parties hereto agree as follows:
1.
(a)
Piggyback
Registration. If,
at
any time after six months from the effective date
of a
registration statement relating to an initial public offering of the Company's
Common Stock,
the Company shall file a registration statement (other than a registration
statement on Form
X-0,
Xxxx X-0, or any successor form) with the Securities and Exchange Commission
(the "Commission")
while any Registrable Securities (as hereinafter defined) are outstanding,
the
Company
shall give the then holders of any Registrable Securities (the "Eligible
Holders") at least
30
days' prior written notice of the filing of such registration statement, which
notice shall describe
the securities to be registered and specify the form and manner and the other
relevant facts
involved in such proposed registration (including, without limitation, (i)
whether or not such
registration will be in connection with an underwritten offering of securities
and, if so, the identity
of the managing underwriter and whether such offering will be pursuant to a
"best efforts"
or "firm commitment" underwriting, (ii) the price at which such securities
are
reasonably expected
to
be
sold
to
the public, and (iii) the amount of the underwriting
discount reasonably expected
to be incurred in connection therewith). If requested by any Eligible Holder
in
writing within
20
days after receipt of any such notice, the Company shall, at the Company's
sole
expense
(other than the fees and disbursements of counsel for the Eligible Holders,
and
the underwriting
discounts, if any, payable in respect of the Registrable Securities sold by
the
Eligible
Holders), register all or, at each Eligible Holder's option, any portion of
the
Registrable Securities of any Eligible Holders who shall have made such request,
concurrently with the registration
of such other securities, all to the extent requisite to permit the public
offering and sale
of
the Registrable Securities through the facilities of all appropriate securities
exchanges, if any,
on
which the Company's Common Stock is being sold or on the over-the-counter
market, and
will
use its best efforts through its officers, directors, auditors, and counsel
to
cause such
registration
statement to become effective as promptly as practicable. Notwithstanding the
foregoing,
if the managing underwriter of any such offering shall determine and advise
the
Company
that, in its opinion, the distribution of all or a portion of the Registrable
Securities requested
to be included in the registration concurrently with the securities being
registered by the Company for its own account would materially adversely affect
the distribution of such securities
by the Company, then (x) the Company will promptly so advise each holder of
Registrable Securities that has requested registration, and will include in
such
registration: first, authorized but unissued or treasury shares of Common Stock
which the Company desires to include in such registration; and second,
Registrable
Securities requested to be included therein and
other
outstanding securities of the Company, if any, which the Company shall have
been
requested
to register, allocated pro rata among the holders of Registrable Securities
and
any holders
of such other securities based on the number of securities with respect to
which
each such
holder has requested registration; in each case until the aggregate number
of
securities included
in such registration is equal to the number thereof that, in the opinion of
such
managing underwriter,
can be sold without materially adversely affecting the marketability thereof,
and (y) the Eligible Holders shall delay the offering and sale of those
Registrable Securities requested to be
included in the registration but not so included for such period, not to exceed
180 days as the managing
underwriter shall request. In the event the Company is advised by the staff
of
the Commission
that the inclusion of the Registrable Securities will prevent, preclude or
materially delay
the
effectiveness of the registration statement, the Company, in good faith, may
amend such
registration statement to exclude the Registrable Securities. As used herein,
"Registrable Securities"
shall mean the Common Stock which are part of the Units and the Warrant Shares
(and
any
securities issued or issuable by the Company with respect to the Common Stock
and the Warrant
Shares by way of a stock dividend or in connection with a combination or
subdivision of shares
or
a reclassification, merger, consolidation or other reorganization of the
Company) which,
in
each case, have not been previously sold pursuant to a registration statement
or
Rule 144
promulgated under the Securities Act of 1933, as amended (the "Securities
Act").
(b)
Demand
Registration. (i)
If,
at any time after six months from the effective date
of a
registration statement relating to the initial public offering of the Company's
Common Stock,
the Company shall receive a written request from the Eligible Holders who in
the
aggregate
own a majority-in-interest (as defined below) of the Registrable Securities
to
register the
sale
of all or part of such Registrable Securities, the Company shall, as promptly
as
practicable,
at the Company's sole cost and expense (other than the fees and disbursements
of
counsel
for the Eligible Holders and the underwriting discounts, if any, payable in
respect of the Registrable
Securities sold by any Eligible Holder) prepare and file with the Commission
a
registration
statement sufficient to permit the public offering and sale of the Registrable
Securities
through the facilities of all appropriate securities exchanges, if any, on
which
the Common
Stock is being sold or on the over-the-counter market, and will use its best
efforts through
its officers, directors, auditors, and counsel to cause such registration
statement to become
effective as promptly as practicable; provided,
however, that
the
Company shall only be obligated
to file one such registration statement. The Company shall have the right to
register and
sell
shares of Common Stock for its own account in such registration statement;
provided,
however,
that
if
such registration statement relates to an underwritten offering and the managing
underwriter
advises the Company that, in its opinion, the number of securities proposed
to
be included
in such offering exceeds the number of securities which can be sold therein
without adversely
affecting the marketability of the offering, then the Company will promptly
so
advise
each
holder of Registrable Securities that has requested registration, and such
registration will include:
first,
Registrable
Securities requested to be so included by such Eligible Holders, allocates
pro rata among such holders based on the number of Registrable Securities with
respect to
which
each such holder has requested registration; and second,
any
other
securities included in such
registration is equal to the number thereof that, in the opinion of the managing
underwriter, can
be
sold without adversely affecting the marketability thereof. The Company shall
not be obligated
to effect any registration of its securities pursuant to this Section 1(b)
within six months
after the effective date of any previous registration statement filed by the
Company with respect to which the Eligible Holders had the "piggyback"
registration rights provided for in Section
1(a) of this agreement. Within ten business days after receiving any request
contemplated
by this Section s 1(b), the Company shall give written notice to all the other
Eligible Holders, advising each of them that the Company is proceeding with
such
registration and
offering to include therein all or any portion of such Eligible Holder's
Registrable Securities, provided
that the Company receives a written request to do so from such Eligible Holder
within 20 days after receipt by him or it of the Company's notice. As used
herein "majority-in-interest" of
Registrable Securities means a majority of the shares of Common Stock and the
shares of common
stock underlying the Warrant included in the Registrable
Securities.
(i) A
registration requested pursuant to this Section 1(b) will not be deemed
to
have been effected unless it has been declared effective under the Securities
Act;
provided,
however, that
if
after a registration has become so effective the offering of Registrable
Securities pursuant to such registration is terminated, suspended or interfered
with
by
any stop order, injunction or other order or requirement of the Commission
or
other
governmental agency or court, such registration will be deemed not to have
been
effected.
(ii) If
the
Eligible Holders requesting registration so elect, the Company
shall use its best efforts to cause the offering of Registrable Securities
pursuant to
this
Section 1(b) to be an underwritten offering. In the case of any registration
which involves
an underwritten offering, the holders of a majority of the Registrable
Securities being
so
registered shall have the right to select the managing underwriter, subject
to
the Company's
approval, which approval shall not be unreasonably withheld.
(c) In
the
event of a registration pursuant to the provisions of this Section 1,
the
Company shall use its best efforts to cause the Registrable Securities so
requested to be registered
or qualified for sale under the securities or blue sky laws of such
jurisdictions as the Eligible Holders thereof may reasonably request;
provided,
however, that
the
Company shall not be required to qualify to do business in any state by reason
of this Section 1(c) in which it is not otherwise required to qualify to do
business.
(d) The
Company shall keep effective any registration or qualification contemplated
by this Section 1 and shall from time to time amend or supplement each
applicable registration
statement, preliminary prospectus, final prospectus, application, document and
communication
for such period of time as shall be required to permit the Eligible Holders
to
complete
the offer and sale of the Registrable Securities covered thereby. The Company
shall in no
event
be required to keep any such registration or qualification in effect for a
period in excess of
six
months from the date on which the Eligible Holders are first free to sell such
Registrable
Securities;
provided,
however, that,
if
the Company is required to keep any such registration or qualification
in effect with respect to securities other than the Registrable Securities
beyond such period,
the Company shall keep such registration or qualification in effect as it
relates to the Registrable Securities for so long as such registration or
qualification remains or is required to remain in effect in respect of such
other securities.
(e) In
the
event of a registration pursuant to the provisions of this Section 1,
the
Company shall furnish to the Eligible Holders of the Registrable Securities
so
registered, and to
each
underwriter, if any, of such Registrable Securities, such reasonable number
of
copies of the
registration statement and of each amendment and supplement thereto (in each
case, including
all exhibits), and of each prospectus contained in such registration statement
and each supplement
or amendment thereto (including each preliminary prospectus), all of which
shall
conform
to the requirements of the Securities Act and the rules and regulations
promulgated thereunder, and such other documents, as such Eligible Holders
or
underwriters may reasonably request
to facilitate the disposition of the Registrable Securities included in such
registration. Prior
to
filing with the Commission any such registration statement or amendment or
supplement thereto,
the Company shall furnish copies thereof to counsel for the sellers of
Registrable Securities
under such registration statement, which documents will be subject to review
by
such counsel.
(f) In
the
event of a registration pursuant to the provisions of this Section 1,
the
Company shall furnish the Eligible Holders of the Registrable Securities so
registered with (i) an
opinion of its counsel (reasonably acceptable to such Eligible Holders), dated
the effective date
of
the registration statement, to the effect that such counsel has no knowledge
of
any material
misstatement or omission in such registration statement or any prospectus,
as
amended or
supplemented, which opinion shall state the jurisdictions in which the
Registrable Securities have been registered or qualified for sale pursuant
to
the provisions of Section 1(c) and shall address such other matters as are
customarily covered by opinions of counsel in such public offerings, and (ii)
if
such registration is pursuant to an underwritten offering, a copy of the "cold
comfort"
letter, dated the effective date of such registration statement, signed by
the
Company's independent
public accounts, and addressed to the underwriters, which letter shall be in
customary
form and covering such matters as are customarily covered by comfort letters
by
independent
public accountants in such public offerings.
(g) The
Company shall notify the Eligible Holders whose Registrable Securities
are registered in a registration statement pursuant to this Section 1 promptly
when such
registration statement has become effective or a supplement to any prospectus
forming a part
of
such registration statement has been filed.
(h) The
Company shall advise the Eligible Holders whose Registrable Securities
are registered in a registration statement pursuant to this Section 1, promptly
after it shall
receive notice or obtain knowledge 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.
(i)
The Company shall promptly notify the Eligible Holders whose Registrable
Securities are registered in a registration statement pursuant to this Section
1
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 prospectus included in such
registration statement,
as then in effect, would include an untrue statement of a material fact or
omit
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, and
at
the reasonable request of such Eligible Holders prepare and furnish to them
such
number of copies of a supplement to or an amendment
of such prospectus as may be necessary so that, as thereafter delivered to
the
purchasers
of such Registrable Securities or securities, such prospectus shall not include
an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary
to make the statements therein not misleading in the light of the circumstances
under which
they were made.
If
requested by the underwriter for any underwritten offering of Registrable
Securities on behalf of the Eligible Holders pursuant to a registration
requested under this
Section 1, the Company and such Eligible Holders will enter into an underwriting
agreement with
such
underwriter for such offering, which shall be reasonably satisfactory in
substance and form
to
the Company and the Company's counsel, such Eligible Holders and the
underwriter, and
such
agreement shall contain such representations and warranties by the Company
and
such Eligible Holders and such other terms and provisions as are customarily
contained in an underwriting
agreement with respect to secondary distributions solely by selling
stockholders, and the Company shall take such other action as the managing
underwriter may reasonably request
to facilitate the disposition of such Registrable Securities (including
participating in "road
shows" and other customary marketing activities)
(k)
The
Company agrees that until all the Registrable Securities have been sold
under a registration statement or pursuant to Rule 144 under the Securities
Act
following the closing
of a public offering of the Company's Common Stock, it shall use its best
efforts to keep current
in filing all reports, statements and other materials required to be filed
with
the Commission to permit holders of the Registrable Securities to sell such
securities under Rule 144.
(1)
In
the event of a registration pursuant to the provisions of this Section 1,
the
Company will cause all Registrable Securities covered by such registration
statement to be listed
on
all securities exchanges, if any, on which the Common Stock is then listed,
or
if not so listed,
to be listed on the NASDAQ or such other national securities exchange as the
managing underwriter
may designate to the extent the Common Stock qualifies for listing on such
exchange,
and the Company shall provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement.
(m)
The
Company shall make available for inspection by any underwriter participating
in any offering of Registrable Securities offered pursuant to a registration
statement under
this Section 1, and any attorney, accountant or other agent retained by any
such
underwriter,
all financial and other records, pertinent corporate documents and properties
of
the Company,
and cause the Company's officers, directors, employees and independent
accountants to
supply
all information reasonably requested by any such underwriter, attorney,
accountant or
agent
in
connection with such registration statement, and shall otherwise use its best
efforts to comply with all applicable rules and regulations of the
Commission.
(n) The
Company and the Eligible Holders understand that the Company makes
no
representations of any kind concerning its intent or ability to offer or sell
any of the Registrable Securities in a public offering or otherwise and that
their sole right to have the Registrable Securities registered under the
Securities Act is contained in this Agreement.
(o) In
connection with the exercise of the Warrants, the Company will not be
obligated
to deliver securities, and there are no contractual penalties for failure to
deliver securities, if a registration statement is not effective at the time
of
exercise; however, the Company
may satisfy its obligation by delivering unregistered shares of Common Stock.
In
no event
will the Company be required to net cash settle an exercise of a
Warrant.
(2). Registration
Expenses. All
fees
and expenses incident to the performance of or compliance with the Agreement
by
the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to the Registration Statement. The
fees
and expenses
referred to in the foregoing sentence shall include, without limitation, (i)
all
registration and
filing fees (including, without limitation, fees and expenses (A) with respect
to filings required
to be made with the trading market on which the Common Stock is then listed
for
trading,
and (B) in compliance with applicable state securities or Blue Sky laws
reasonably agreed
to
by the Company in writing (including, without limitation, fees and disbursements
of counsel for the Company in connection with Blue Sky qualifications or
exemptions of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment
under the laws of such jurisdictions as requested by the Eligible Holders),
(ii)
printing
expenses (including, without limitation, expenses of printing certificates
for
Registrable Securities
and of printing prospectuses if the printing of prospectuses is reasonably
requested by the
holders of a majority of the Registrable Securities included in a Registration
Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for
the
Company,
(v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi)
fees
and expenses of all other persons retained by the Company in connection with
the
consummation
of the transactions contemplated by this Agreement. In addition, the Company
shall
be
responsible for all of its internal expenses incurred in connection with the
consummation of
the
transactions contemplated by this Agreement (including, without limitation,
all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of
any
annual audit and the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.
In no event shall the Company
be responsible for any broker or similar commissions or, any legal fees or
other
costs of
the
Eligible Holders.
(3). Indemnification.
(a)
Subject to the conditions set forth below, the Company agrees
to
indemnify and hold harmless each Eligible Holder, its officers, directors,
partners, employees,
agents, and counsel, and each person, if
any,
who
controls any such person within the meaning
of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange
Act of 1934,
as
amended (the "Exchange Act") from and against any and all loss, liability,
charge, claim,
damage, and expense whatsoever (which shall include, for all purposes of this
Section 3, but
not
be limited to, reasonable attorneys fees and any and all reasonable expenses
whatsoever
incurred
in investigating, preparing, or defending against any litigation, commenced
or
threatened,
or any claim whatsoever, and any and all amounts paid in settlement of any
claim
or litigation) as and when incurred, arising out of, based upon, or in
connection with (i) any untrue statement
or alleged untrue statement of a material fact contained (A) in any registration
statement, preliminary prospectus, or final prospectus (as from time to time
amended and supplemented)
or any amendment or supplement thereto, relating to the sale of any of the
Registrable
Securities or (B) in any application or other document or communication (in
this
Section 3 collectively called an "application") executed by or on behalf of
the
Company or based upon
written information furnished by or on behalf of the Company filed in any
jurisdiction in order
to
register or qualify any of the Registrable Securities under the securities
or
blue sky laws thereof
or filed with the Commission or any securities exchange; or any omission or
alleged omission
to state a material fact required to be stated therein or necessary to make
the
statements made
therein not misleading, unless (x) such statement or omission was made in
reliance upon and
in
conformity with information furnished to the Company with respect to such
Eligible Holder
by
or on behalf of such Eligible Holder expressly for inclusion in any registration
statement,
preliminary prospectus or final prospectus, or any amendment or supplement
thereto, or
in any
application, as the case may be, or (y) such loss, liability, charge, claim,
damage or expense
arises out of such Eligible Holder's failure to comply with the terms and
provisions of this
Agreement, or (ii) any breach of any representation, warranty, covenant, or
agreement of the Company
contained in this Agreement. The foregoing agreement to indemnify shall be
in
addition
to any liability the Company may otherwise have, including liabilities arising
under this Agreement.
If
any
action is brought against any Eligible Holder or any of its officers, directors,
partners, employees, agents, or counsel, or any controlling persons of such
person (an "indemnified party")
in respect of which indemnity may be sought against the Company pursuant to
the
foregoing paragraph,
such indemnified party or parties shall promptly notify the Company in writing
of the institution
of such action (but the failure so to notify shall not relieve the Company
from
any liability pursuant to this Section 3(a) except to the extent the Company
is
prejudiced by such failure) and the Company shall promptly assume the defense
of
such action, including the employment of counsel (reasonably
satisfactory to such indemnified party or parties), provided that the
indemnified party shall have
the
right to employ its or their own counsel in any such case, but the fees and
expenses of such counsel
shall be at the expense of such indemnified party or parties unless the
employment of such counsel
shall have been authorized in writing by the Company in connection with the
defense of such action or the Company shall not have promptly employed counsel
reasonably satisfactory to such indemnified
party or parties to have charge of the defense of such action, in any of which
events such fees and
expenses shall be borne by the Company and the Company shall not have the right
to direct the defense
of such action on behalf of the indemnified party or parties. Anything in this
Section 3 to the contrary notwithstanding, the Company shall not be liable
for
any settlement of any such claim or action effected without its written consent,
which shall not be unreasonably withheld. The Company shall not, without
the prior written consent of each indemnified party that is not released as
described in this sentence,
settle or compromise any action, or permit a default or consent to the entry
of
judgment in or otherwise
seek to terminate any pending or threatened action, in respect of which
indemnity may be sought
hereunder (whether or not any indemnified party is a party thereto) unless
such
settlement, compromise, consent, or termination includes an unconditional
release of each indemnified party from all liability in respect of such action.
The Company agrees promptly to notify the Eligible Holders of the commencement
of any litigation or proceedings against the Company or any of its officers
or
directors in connection
with the sale of any Registrable Securities or any preliminary prospectus,
prospectus,
registration
statement, or amendment or supplement thereto, or any application relating
to
any sale of any Registrable
Securities.
(b) Each
Eligible Holder agrees to indemnify and hold harmless the Company, each director
of the Company, each officer of the Company who shall have signed any
registration statement covering Registrable Securities held by such Eligible
Holder, each other person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20(a) of
the
Exchange Act, and
its
or their respective counsel, to the same extent as the foregoing indemnity
from
the Company to the Eligible
Holders in Section 3(a) but only with respect to statements or omissions, if
any, made in any registration statement, preliminary prospectus, or final
prospectus (as from time to time amended and supplemented) or any amendment
or
supplement thereto, or in any application, in reliance upon and in conformity
with information furnished to the Company with respect to such Eligible Holder
by or on behalf
of
such Eligible Holder, expressly for inclusion in any such registration
statement, preliminary prospectus,
or final prospectus, or any amendment or supplement thereto, or in any
application, as the case
may
be. If any action shall be brought against the Company or any other person
so
indemnified based
on
any such registration statement, preliminary prospectus, or final prospectus,
or
any amendment or
supplement thereto, or in any application, and in respect of which indemnity
may
be sought against an Eligible
Holder pursuant to this Section 3(b) such Eligible Holder shall have the rights
and duties given to the
Company, and the Company and each other person so indemnified shall have the
rights and duties given
to
the indemnified parties, by the provisions of Section 3(a).
(c) To
provide for just and equitable contribution, if (i) an indemnified party makes
a
claim
for
indemnification pursuant to Section 3(a) or 3(b) (subject to the limitations
thereof) but it is found
in
a final judicial determination, not subject to further appeal, that such
indemnification may not be enforced in such case, even though this Agreement
expressly provides for indemnification in such case, or (ii)
any
indemnified or indemnifying party seeks contribution under the Securities Act,
the Exchange Act or otherwise, then the Company (including for this purpose
any
contribution made by or on behalf of any director of the Company, any officer
of
the Company who signed any such registration statement, any controlling person
of the Company, and its or their respective counsel) as one entity, and the
Eligible Holders
included in such registration in the aggregate (including for this purpose
any
contribution by or on
behalf
of an indemnified party), as a second entity, shall contribute to the losses,
liabilities, claims, damages, and expenses whatsoever to which it may be
subject, on the basis of relevant equitable considerations
such as the relative fault of the Company and such Eligible Holders in
connection with the facts
which resulted in such losses, liabilities, claims, damages, and expenses.
The
relative fault, in the case of an untrue statement, alleged untrue statement,
omission, or alleged omission shall be determined by,
among
other things, whether such statement, alleged statement, omission or alleged
omission relates to
information supplied by the Company or by an Eligible Holder, and the parties'
relative intent, knowledge,
access to information, and opportunity to correct or prevent such statement,
alleged statement,
omission, or alleged omission. The Company and the Eligible Holders agree that
it would be unjust and inequitable if the respective obligations of the Company
and the Eligible Holders for contribution
were determined by pro rata or per capita allocation of the aggregate losses,
liabilities, claims,
damages, and expenses (even if the Eligible Holders and the other indemnified
parties were treated
as one entity for such purpose) or by any other method of allocation that does
not reflect the equitable
considerations referred to in this Section 3(c). No person guilty of a
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution
from any person who is not guilty of such fraudulent misrepresentation. For
purposes of this Section
3(c) each person, if any, who controls any Eligible Holder within the meaning
of
Section 15 of the
Securities Act or Section 20(a) of the Exchange Act and each officer, director,
partner, employee, agent,
and counsel of each such Eligible Holder or control person shall have the same
rights to contribution
as such Eligible Holder or control person and each person, if any, who controls
the Company within
the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act, each officer
of
the
Company who shall have signed any such registration statement, each director
of
the Company, and its
or
their respective counsel shall have the same rights to contribution as the
Company, subject to each case
provisions of this Section 3(c). Anything in this Section 3(c) to the contrary
notwithstanding, no party
shall be liable for contribution with respect to the settlement of any claim
or
action effected without its
written consent. This Section 3(c) is intended to supersede any right to
contribution under the Securities
Act, the Exchange Act or otherwise.
8.
Miscellaneous.
(a) Remedies.
In
the
event of a breach by the Company of its obligations under
this Agreement, each Eligible Holder, in addition to being entitled to exercise
all rights granted
by law, included recovery of damages, will be entitled to specific performance
of its rights
under this Agreement. The Company and each Eligible Holder agree that monetary
damages
would not provide adequate compensation for any losses incurred by reason of
a
breach by
it of
any of the provisions of this Agreement and hereby further agrees that, in
the
event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.
(b) Agreements
and Waivers. The
provisions of Agreement, including the provisions of this sentence, may not
be
amended, modified or supplemented, unless such amendment, modification or
supplement is in writing and signed by the parties hereto.
(c)
Notices.
All
notices or other communications provided for or permitted hereunder shall be
made in writing at the respective addresses set forth below or at such other
address
as may hereafter be specified in a notice designated as a notice of change
of
address under
this Section 4(c). All notices hereunder shall be given by (a) hand delivery,
(b) recognized national
overnight courier service, (c) express, registered or certified mail, postage
prepaid, return
receipt requested, or (d) facsimile transmission. Notices and requests shall
be
deemed duly
given: if by hand delivery, when delivered; if by overnight courier or express
mail, one business
day after mailing; if by certified or registered mail, four business days after
mailing; and if
by
facsimile, upon receipt of continued transmission.
All
notices shall be addressed as follows:
If
to
Pinpoint Recovery Solutions Corp., at:
00
Xxxx
00xx
Xxxxxx,
Xxxxx 00X
Xxx
Xxxx,
XX 000000
Attn:
Xxxxxx Xxxxx
Telephone:000-000-0000
Facsimile:000-000-0000
with
a
copy to:
Xxxxxx
Xxxxxx Rosenman LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxxxx X. Xxxxxx, Esq.
Telephone:000-000-0000
Facsimile:000-000-0000
(d) Successors
and Assigns. This
Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including
without limitation and
without the need for an express assignment, subsequent holders of the
Registrable Securities, subject
to the terms hereof.
(e) Other
Registration Rights. Without
the prior written consent of holders of a
majority of the shares of Common Stock included in the Registrable Securities,
the Company will
not
grant to any person or entity any right superior to the rights granted to the
Eligible Holders under this Agreement to require the Company to so register
or
qualify any of its securities.\
(f) Counterparts.
This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall
be
deemed to be an original and all of which taken together shall constitute one
and the same
agreement.
(g) Headings.
The
headings in this Agreement are for convenience of references
only and shall not limit or otherwise affect the meaning hereof.
(h) Governing
Law. This
Agreement shall be governed by and construed in accordance
with the laws of the State of New York without reference to its conflicts of
law
provisions.
(i) Severability.
In
the
event that any one or more of the provisions contained herein,
or the application hereof in any circumstance is held invalid, illegal or
unenforceable, the validity,
legality and enforceability of any such provisions in every other respect and
of
the remaining provisions contained herein shall not be affected or impaired
thereby.
(i)
Entire
Agreement. This
Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of
this
agreement
and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or
referred to herein, concerning the registration rights granted by the Company
pursuant to this Agreement.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
to
be executed
as of the date first written above.
By:
Name:
Title:
[SIGNATURE
PAGE OF ELIGIBLE HOLDERS]
Name
of
Individual or Investing Entity:
______________________________________________________________
Signature
of Authorized Signatory of Investing Entity:
__________________________________________________
Name
of
Authorized Signatory:
____________________________________________________________________
Title
of
Authorized Signatory:
_____________________________________________________________________
