EXHIBIT 4.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
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as of the 16th day of October, 1998, by and between ODETICS ITS, INC., a
California corporation (the "Company"), and the Common Stock investors listed
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on the signature page hereto, each of whom is herein referred to collectively as
an "Investor" or the "Investors."
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RECITALS
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WHEREAS, the Company, the Investors, Xxxxx, Mohaddes Associates, Inc.
and Odetics, Inc. are parties to that certain Agreement and Plan of
Reorganization dated October 16, 1998 (the "Merger Agreement"); and
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WHEREAS, the Merger Agreement grants the Investors registration rights
with respect to shares of the Company's Common Stock issuable to the Investors
under the terms of the Merger Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. Registration Rights.
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The Company covenants and agrees as follows:
1.1 Definitions. For purposes of this Section 1:
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(a) The term "Act" means the Securities Act of 1933, as amended.
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(b) The term "Form S-3" means such form under the Act as in effect on
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the date hereof or any registration form under the Act subsequently adopted by
the SEC which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.
(c) The term "Holder" means any person owning or having the right to
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acquire Registrable Securities or any assignee thereof in accordance with
Section 1.11 hereof.
(d) The term "1934 Act" shall mean the Securities Exchange Act of
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1934, as amended.
(e) The terms "register," "registered" and "registration" refer to a
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registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document.
(f) The term "Registrable Securities" means the Common Stock issuable
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or issued to the Investors in accordance with the Merger Agreement and any
shares of Common Stock of the Company issued as (or issuable upon the conversion
or exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to, or in exchange for or in
replacement of the shares referenced above, excluding in all cases, however, any
Registrable Securities sold by a person in a transaction in which his rights
under this Section 1 are not assigned.
(g) The number of shares of "Registrable Securities then outstanding"
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shall be determined by the number of shares of Common Stock outstanding which
are held by the Holders and are Registrable Securities.
(h) The term "SEC" shall mean the Securities and Exchange Commission.
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1.2 Company Registration. If (but without any obligation to do so) the
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Company proposes to register (including for this purpose a registration effected
by the Company for shareholders other than the Holders) any of its stock or
other securities under the Act in connection with the public offering of such
securities solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company stock plan, a registration on
any form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of
Registrable Securities or a registration in which the only Common Stock being
registered Common Stock issuable upon conversion of debt securities which are
also being registered), the Company shall, at such time, promptly give each
Holder written notice of such registration. Upon the written request of each
Holder given within twenty (20) days after the Company provides such notice in
accordance with Section 2.5, the Company shall, subject to the provisions of
Section 1.6, cause to be registered under the Act all of the Registrable
Securities that each such Holder has requested to be registered. Notwithstanding
anything to the contrary in this Agreement, in the Company's initial public
offering of its Common Stock pursuant to a registration statement filed with the
SEC pursuant to the Act, the Company shall include in such underwritten offering
at least 15.6% of the Registrable Securities that are issued to each Investor
under Section 1.6(a) of the Merger Agreement. The Company shall use its best
efforts to complete its initial public offering as soon as practicable following
the Effective Time as defined in the Merger Agreement, provided that such
offering is on terms acceptable to Odetics, Inc., in its sole discretion.
1.3 Furnish Information. It shall be a condition precedent to the
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obligations of the Company to take any action pursuant to this Section 1 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.
1.4 Expenses of Company Registration. The Company shall bear and pay
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all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 1.2 for each Holder (which right may be assigned as
provided in Section 1.10), including (without limitation) all registration,
filing and qualification
2.
fees, printers and accounting fees relating or apportionable thereto and the
fees and disbursements of counsel for the Company in its capacity as counsel to
the Company and the selling Holders hereunder; if Company counsel does not make
itself available for this purpose, the Company will pay the reasonable fees and
disbursements of counsel for the Company and one counsel for the selling Holders
selected by such selling Holders, but excluding underwriting discounts and
commissions relating to Registrable Securities.
1.5 Obligations of the Company. Whenever required under this Section 1
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to effect the registration of any Registrable Securities, the Company shall, at
its expense, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective, and, upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for a period of up to sixty (60) days or until
the distribution contemplated in the Registration Statement has been completed;
provided, however, that (i) such 60-day period shall be extended for a period of
time equal to the period the Holder refrains from selling any securities
included in such registration at the request of an underwriter of Common Stock
(or other securities) of the Company; and (ii) in the case of any registration
of Registrable Securities on Form S-3 which are intended to be offered on a
continuous or delayed basis, such 60-day period shall be extended, if necessary,
to keep the registration statement effective until all such Registrable
Securities are sold, provided that Rule 415, or any successor rule under the
Act, permits an offering on a continuous or delayed basis, and provided further
that applicable rules under the Act governing the obligation to file a post-
effective amendment permit, in lieu of filing a post-effective amendment which
(i) includes any prospectus required by Section 10(a)(3) of the Act or (ii)
reflects facts or events representing a material or fundamental change in the
information set forth in the registration statement, the incorporation by
reference of information required to be included in (i) and (ii) above to be
contained in periodic reports filed pursuant to Section 13 or 15(d) of the 1934
Act in the registration statement.
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, or any amendments or supplements to the
prospectus, in conformity with the requirements of the Act, and such other
documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders;
provided that the Company shall not be required in
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connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.
(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a
result of which the prospectus included in such 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 not misleading in the light of the circumstances under which they were
made.
(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.
(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 any Holder requesting registration of
Registrable Securities pursuant to this Section 1, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 1, 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 the Holders requesting
registration of Registrable Securities 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 the Holders requesting registration of Registrable Securities.
1.6 Underwriting Requirements. In connection with any offering involving
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an underwriting of shares of the Company's capital stock (including an initial
public offering), the Company shall not be required under Section 1.2 to include
any of the Holders' securities in such underwriting unless they accept the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it (or by other persons entitled to select the underwriters), and
then, except for an initial public offering as provided in Section 1.2, only in
such quantity as the underwriters determine in their sole discretion will
not, jeopardize the success of the offering by the Company. If the total amount
of securities, including Registrable
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Securities, requested by shareholders to be included in such offering exceeds
the amount of securities sold other than by the Company that the Underwriters
determine in their sole discretion is compatible with the success of the
offering, then the Company shall be required to include in the offering only
that number of such securities, including Registrable Securities, which the
underwriters determine in their sole discretion will jeopardize the not success
of the offering (the securities so included to be apportioned pro rata among the
selling shareholders according to the total amount of securities entitled to be
included therein owned by each selling shareholder or in such other proportions
as shall mutually be agreed to by such selling shareholders). For purposes of
the preceding parenthetical concerning apportionment, for any selling
shareholder which is a holder of Registrable Securities and which is a
partnership or corporation, the partners, retired partners and shareholders of
such holder, or the estates and family members of any such partners and retired
partners and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "selling shareholder," and any pro rata reduction with
respect to such "selling shareholder" shall be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals
included in such "selling shareholder," as defined in this sentence.
1.7 Delay of Registration. No Holder shall have any right to obtain or
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seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 1.
1.8 Indemnification. In the event any Registrable Securities are
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included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Act or the 1934 Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the Act or
the 1934 Act, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (each a "Violation"): (i) any untrue
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statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) 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, or (iii) any
violation or alleged violation by the Company of the Act, the 1934 Act, any
state securities law or any rule or regulation promulgated under the Act, the
1934 Act or any state securities law; and the Company will pay to each such
Holder, underwriter or controlling person any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 1.8(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation
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which occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by any such
Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act or the 1934 Act, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and each such Holder will pay any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant
to this Section 1.8(b), in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this Section 1.8(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided, that, in no event shall any indemnity
under this Section 1.8(b) exceed the gross proceeds from the offering received
by such Holder.
(c) Promptly after receipt by an indemnified party under this Section
1.8 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 1.8, 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 the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 1.8, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.8.
(d) If the indemnification provided for in this Section 1.8 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or expense
in such
6.
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in conflict
with the foregoing provisions, the provisions in the underwriting agreement
shall control.
(f) The obligations of the Company and Holders under this Section 1.8
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1 and otherwise.
1.9 Reports Under Securities Exchange Act of 1934. With a view to
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making available to the Holders the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times after ninety (90) days
after the effective date of the first registration statement filed with the SEC
under the Act by the Company for the offering of its securities to the general
public;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act; and
(c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144 (at any time
after ninety (90) days after the effective date of the first registration
statement filed by the Company), the Act and the 1934 Act (at any time after it
has become subject to such reporting requirements), or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3 (at any time
after it so qualifies), (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 in
availing any Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.
1.10 Assignment of Registration Rights. The rights to cause the
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Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such securities, provided: (a) the Company
7.
is, within a reasonable time after such transfer, furnished with written notice
of the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; (b) such
transferee or assignee agrees in writing to be bound by and subject to the terms
and conditions of this Agreement, including without limitation the provisions of
Section 1.11 below; and (c) such assignment shall be effective only if
immediately following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the Act.
1.11 "Market Stand-Off" Agreement. Each Investor hereby agrees that, during
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the period of duration specified by the Company and an underwriter of the Common
Stock or other securities of the Company, following the effective date of a
registration statement of the Company filed under the Act, it shall not, to the
extent requested by the Company and such underwriter, directly or indirectly
sell, offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase or otherwise transfer or dispose of (other
than to donees who agree to be similarly bound) any securities of the Company
held by it at any time during such period except Common Stock included in such
registration; provided, however, that:
(a) all officers and directors of the Company and all holders of more
than five percent of the Company's Common Stock then outstanding enter into
similar agreements; and
(b) such market stand-off time period shall not exceed one hundred
eighty (180) days.
In order to enforce the foregoing covenant, the Company may impose
stop transfer instructions with respect to the Registrable Securities of each
Investor (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.
Notwithstanding the foregoing, the obligations described in this
Section 1.11 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated
in the future, or a registration relating solely to an SEC Rule 145 transaction
on Form S-14 or Form S-15 or similar forms which may be promulgated in the
future.
1.12 Termination of Registration Rights. No Holder shall be entitled to
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exercise any right provided for in this Section 1 upon the expiration of four
(4) years following the date any Registrable Securities are first issued to the
Investors pursuant to the Merger Agreement. Notwithstanding the foregoing, no
Holder shall be entitled to exercise any rights hereunder with respect to any
Registrable Securities that such Holder can sell pursuant to Rule 144
promulgated under the Act and any other rule or regulation of the SEC that may
at any time permit a Holder to sell securities of the Company to the public
without registration.
2. Miscellaneous.
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2.1 Successors and Assigns. Except as otherwise provided herein, the
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terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective
8.
successors and assigns of the parties (including transferees of any shares of
Registrable Securities). Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
2.2 Governing Law. This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of California without giving
effect to the principles of conflicts of law thereof.
2.3 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
2.4 Titles and Subtitles. The titles and subtitles used in this Agreement
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are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
2.5 Notices. Unless otherwise expressly provided herein, all notices,
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requests, demands, instructions, documents and other communications to be given
hereunder by either party to the other shall be in writing, shall be sent to the
address/fax number set forth below (provided that any party may at any time
change its address for notice or other such information by giving written notice
thereof in accordance with this Section), and shall be deemed to be duly given
upon the earliest of (i) hand delivery, (ii) the first business day after
sending by reputable overnight delivery service for next-day delivery, (iii) the
third business day after sending by first class United States mail, properly
addressed, postage prepaid, certified or registered, (iv) the time of successful
facsimile transmission (or in the event the time of receipt of the fax in the
city where the fax is received is not during regular business hours on a
business day, then at the customary hour for the opening of business on the next
business day), but in either case only if a complete copy is also sent by first
class United States mail (postage prepaid) on the same day as facsimile
transmission or on the next business day, or (v) the date actually received by
the other party. All notices shall be properly addressed to the parties at the
addresses set forth in the signature pages hereto. Any party may change its
address or fax number for the purposes of this paragraph by giving notice of the
new address to each of the other parties hereto in the manner set forth above.
Rejection or other refusal to accept, or the inability to deliver because of a
changed address of which no notice was given, shall not affect the date of such
notice sent in accordance with this Section.
2.6 Expenses. If any action at law or in equity is necessary to enforce
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or interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys' fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled.
2.7 Amendments and Waivers. Any term of this Agreement may be amended and
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the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the holders of a majority of the
Registrable Securities then outstanding. Any amendment or
9.
waiver effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities then outstanding, each future holder of all
such Registrable Securities, and the Company.
2.8 Severability. If one or more provisions of this Agreement are held to
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be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
2.9 Aggregation of Stock. All shares of Registrable Securities held or
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acquired by Holder or any of Holder's affiliated entities or persons shall be
aggregated together for the purpose of determining the availability of any
rights under this Agreement.
2.10 Entire Agreement; Amendment; Waiver. This Agreement constitutes the
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full and entire understanding and agreement between the parties with regard to
the subjects hereof and thereof.
2.11 Disputes. If the parties are unable, after good faith negotiations,
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which each hereby covenants to undertake, to resolve any dispute arising between
them within fifteen (15) days after notice is given of such dispute, then the
dispute will be referred to arbitration (which the parties agree is the
exclusive means of resolving any such dispute) before one (1) arbitrator in
Orange County, California, or any other place mutually agreed upon by the
parties hereto, in accordance with the applicable rules then in effect of the
Judicial Arbitration and Mediation Service (the "JAMS Rules") (or any other form
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of arbitration mutually acceptable to the parties). Such arbitrator shall be
selected by the mutual agreement of the Company and Xxxxx Xxxxxxxx, as the
representative of the Holders, or if no mutual agreement can be reached within
ten (10) days after the termination of the fifteen day period referenced above,
then such arbitrator shall be appointed by the arbitration service. The civil
discovery statutes of the State of California shall apply to such arbitration.
The determination made in accordance with the rules of JAMS (or such other form
of arbitration as the parties may mutually agree) shall be delivered in writing
to the parties hereto and shall be final, binding and conclusive on the parties
hereto, and the amount of the claim, if any, determined to exist shall be a
valid claim and no further remedy shall be available to either party with
respect to such dispute and judgment may be entered upon such decision in
accordance with applicable law in any court having jurisdiction thereof. The
arbitration award shall include (i) a provision that the prevailing party in
such arbitration recover its costs relating to the arbitration and reasonable
attorneys' fees from the other party, (ii) the amount of such costs and fees,
and (iii) an order that the losing party pay the fees and expenses of the
arbitrator.
2.12 No Conflicts. The Company hereby represents and warrants that the
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Company's obligations under this Agreement are not in conflict with its
obligations under any other agreement the Company has entered into with any
other party. The Company further represents and warrants that it will not enter
into any agreement or otherwise provide any third party rights which conflict
with the Company's obligation to register 15.6% of each Investor's Registrable
10.
Securities in an initial public offering of Company's Common Stock as provided
in Section 1.2 of this Agreement.
2.13 Further Assurances. Each of the parties hereto shall, following
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the date of this Agreement, and without charge to the other, take such
additional actions and execute, deliver and file such additional instruments as
may be reasonably requested by the other parties hereto that are necessary or
appropriate to give effect to the transactions contemplated by this Agreement.
11.
[SIGNATURE PAGE TO ITS REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
COMPANY: ODETICS ITS, INC.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx,
Chief Executive Officer and President
Address: 0000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Telephone: _________________________________
Facsimile: _________________________________
INVESTORS: /s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
Address: 0000 Xxxxxxx Xx.
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Xxx Xxxxxxx, XX 00000
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Telephone: 000-000-0000
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Facsimile: 000-000-0000
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/s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
Address: 0000 Xxxxxxx Xx.
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R.P.V., Ca. 90275
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Telephone: 000-000-0000
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Facsimile: 000-000-0000
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12.
[SIGNATURE PAGE TO ITS REGISTRATION RIGHTS AGREEMENT]
/s/ Viggen Xxxxxxxx
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VIGGEN XXXXXXXX
Address: 00000 Xxxxx Xxxxx XX
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Xxxxxxxxxx, XX 00000
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Telephone: (000) 000-0000
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Facsimile: _________________________
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
Address: 47 La Xxxxx Dr.
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Xxxx Xxxxx, XX 00000
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Telephone: 000 000-0000
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Facsimile: _________________________
13.
