EXHIBIT 10.11
INVESTOR' RIGHTS AGREEMENT
THIS INVESTOR' RIGHTS AGREEMENT is made as of June 21, 1999, by and
among Jaws Technologies, Inc., a Nevada corporation, with offices at 0000 00
Xxxxxx XX, Xxxxxxx, Xxxxxxx, (the "Company") and the INVESTOR LISTED ON SCHEDULE
1 attached hereto.
RECITALS
A. The Company proposes to sell and issue 1,000,000 shares of its
Common Stock (the "Common Stock") and 834,000 Warrants exercisable for Shares of
Common Stock pursuant to that certain Stock Purchase Agreement of even date
herewith (the "Purchase Agreement").
B. As a condition of entering into the Purchase Agreement, the Investor
has requested that the Company grant to him certain rights (including, without
limitation, registration rights) as set forth below.
AGREEMENT
In consideration of the premises hereof, the mutual promises made
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Registration Rights.
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1.1 Certain Definitions. As used in this Section 1 and elsewhere in
this Agreement, the following terms shall have the following respective
meanings:
"Board" means the Company's board of directors, as it may exist
from time to time.
"Commission" means the Securities and Exchange Commission, or any
other United States federal agency at the time administering the Securities Act
(as defined below).
"Common Stock" has the meaning set forth in the Recitals.
"Conversion Shares" means shares of Common Stock issued or
issuable upon exercise of the Warrants.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar United States federal statute, and the rules and
regulations of the Commission issued under such Act, as they each may, from time
to time, be in effect.
"Glentel" means Glentel, Inc., a Canadian corporation.
"Registration Statement" means a registration statement filed by
the Company with the Commission for a public offering and sale of securities of
the Company (other than a registration statement on Form S-8 or Form S-4, or
their successors, or any other similar form, or any registration statement
covering only securities proposed to be issued in exchange for securities or
assets of another corporation).
"Registration Expenses" means the expenses described in Section
1.6.
"Registrable Shares" means (a) the Shares, (b) the Warrants, (c)
any Conversion Shares, and (d) any other shares of Common Stock issued in
respect of the shares of Common Stock described in subparagraphs (a), (b), and
(c) above (because of stock splits, stock dividends, reclassifications,
recapitalizations, or similar events); provided, however, that shares of Common
Stock or Warrants which are Registrable Shares shall cease to be Registrable
Shares upon any public sale pursuant to a Registration Statement, Section 4(1)
of the Securities Act, or Rule 144 under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
"Shares" means shares of the Company's Common Stock which are
issued pursuant to the Purchase Agreement.
"Shareholder" means the Investor and any persons or entities to
whom the rights granted under this Section 1 are transferred pursuant to Section
3 hereof.
"Warrants" means the warrants to purchase shares of the Company's
Common Stock which are issued pursuant to the Purchase Agreement.
1.2 Sale or Transfer of Shares; Legend.
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(a) Restriction.
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(1) Registrable Shares Owned by Glentel. The Registrable
Shares (other than the Warrants and the Conversion Shares) owned by Glentel and
securities issued in respect of the Registrable Shares (other than the Warrants
and the Conversion Shares) owned by Glentel shall not be sold or transferred for
one year after the date of this Agreement without the prior written consent of
the Company. After the first anniversary of this Agreement, the Registrable
Shares (other than Warrants and the Conversion Shares) owned by Glentel and
securities issued in respect of Registrable Shares (other than Warrants and the
Conversion Shares) owned by Glentel will not be sold or transferred unless
either (i) they first shall have been registered under the Securities Act and
under any applicable state securities or blue sky laws or (ii) the Company first
shall have been furnished with an opinion of legal counsel, satisfactory to the
Company, to the effect that such sale or transfer is exempt from such
registration requirements.
(2) Warrants and Conversion Shares. Warrants and the
Conversion Shares owned by any Shareholder, including Glentel, may be sold or
transferred at any time so long as the Shareholder complies with clause (i) or
(ii) in subparagraph (1) above.
(b) Exceptions. Notwithstanding the foregoing, no registration or
opinion of counsel shall be required for (i) a transfer by the Investor to an
affiliate or relative of the Investor if the transferee agrees in writing to be
subject to the terms of this Section 1 to the same extent as if he, she, or it
were the Investor hereunder or (ii) a transfer made in accordance with Rule 144
under the Securities Act.
(c) Legend. Each certificate representing the Registrable Shares
and shares issued in respect of the Registrable Shares shall bear a legend
substantially in the following form:
"THE SHARES OR WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN
OFFERED FOR SALE ONLY OUTSIDE THE UNITED STATES IN RELIANCE UPON
REGULATION S UNDER THE UNITED STATES SECURITES ACT OF 1933, AS
AMENDED ("THE ACT"). THE SHARES OR WARRANTS HAVE NOT BEEN
REGISTERED UNDER THE ACT AND MAY NOT BE OFFERED, SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER
TRANSFERRED OR DISPOSED OF WITHIN THE UNITED STATES OR TO OR FOR
THE ACCOUNT OR BENEFIT OF A U.S. PERSON (AS SUCH DEFINITION IS
DEFINED IN REGULATION S UNDER THE ACT), UNLESS THE SECURITIES ARE
REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT IS AVAILABLE. NO HEDGING TRANSACTIONS MAY
BE MADE WITH RESPECT TO THESE SECURITIES WXCEPT AS PERMITTED UNDER
THE ACT"
The foregoing legend shall be removed from the certificates
representing any Registrable Shares, at the request of the holder thereof, at
such time as they become eligible for resale pursuant to Rule 144(k) under the
Securities Act.
(d) Regulation S Compliance. The offer and sale of the Common Stock,
Conversion Shares, and Warrants ("Securities") are exempt from registration
under the United States Securities Act of 1933 ("Act") pursuant to the exemption
provided therefrom under Regulation S. In accordance with Regulation S, the
Investor represents as follows:
(1) That Investor is not a "U.S. person" as defined in Rule 902(k)
of Regulation S.
(2) Investor has been apprised that the Securities have not been
registered under the Securities Act and may not be offered or sold in the United
States or to U.S. persons unless the Securities are registered under the Act or
an exemption from the registration requirements of the Securities Acts
available. Hedging transactions involving the securities may not be conducted
unless in compliance with the act.
(3) No offers to purchase the Securities were made to the Investor
in the United States and at the time that the Investor buy order was originated,
the Investor was outside the United States.
(4) The Company represents that there have been no directed
selling efforts for purposes of conditioning the market in the United States for
any of the securities being offered herein including the placing of an
advertisement in a publication with a general circulation in the United States
that refers to the offering of Securities being made in reliance upon Regulation
S.
(5) Investor agrees to resell the Securities only in accordance
with the provisions of this Regulation S, pursuant to registration under the
Securities Act or pursuant to an available exemption from registration and
agrees not to engage in hedging transaction with respect to such securities
unless in compliance with the Securities Act.
(6) The Investor is aware that the Company will refuse to register
any transfer of securities not made in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act or pursuant to
an available exemption from regulation.
(7) The securities may not be transferred during a distribution
compliance period ending one year after the completion of this offering unless
the purchases of the securities certifies that it is not U.S. person and is not
acquiring the securities for the account or benefit of any U.S. person or is a
U.S. person who purchased securities in a transaction that did not require
registration under the Securities Act.
(8) In connection with the exercise of a Warrant, the Investor
will be required to provide a written certification that it is not a U.S. person
and the warrant is not being exercised on behalf of the U.S. person.
1.3 Required Registration. The Company agrees that it will file a
Registration Statement with the Commission to register all of the Registrable
Shares owned by all of the Shareholder within 270 calendar days from the date of
this Agreement.
1.4 Incidental Registration.
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(a) Notice by Company. Whenever the Company proposes to file a
Registration Statement (other than pursuant to Section 1.3 or an amendment to a
Registration Statement that was filed before the date of this Agreement) that
contemplates the sale or issuance of securities, including a Registration
Statement to register securities owned by another security holder of the
Company and, for the purposes of this Section 1.4 only, a Registration Statement
on a Form S-8), it will, prior to such filing, give written notice to the
Shareholder of its intention to do so and, upon the written request of the
Shareholder given within 10 days after the Company provides such notice, the
Company shall use its best efforts (including filing a Registration Statement on
a separate form, if necessary) to cause all Registrable Shares that Shareholder
has requested the Company to register to be registered under the Securities Act
to the extent necessary to permit their sale or other disposition in accordance
with the intended methods of distribution specified in the request of the
Shareholder. Notwithstanding the foregoing, the Company is not required to
register any Shares that the Shareholder owns at the time it files the first new
Registration Statement after the date of this Agreement (including a
Registration Statement on a Form S-8) filed after the date of this Agreement if
in the Company's belief, inclusion of such Shares would materially and adversely
affect the success of the offering.
(b) Underwriter's Cut-back. In connection with any offering under
subsection 1.4(a) involving an underwriting, the Company shall not be required
to include any Registrable Shares in such underwriting unless the holders
thereof accept the terms of the underwriting as agreed upon between the Company
and the underwriters selected by it, and then only in such quantity as will not,
in the opinion of the underwriters, materially jeopardize the success of the
offering by the Company. If in the opinion of the managing underwriter the
registration of all, or part of, the Registrable Shares which the holders have
requested to be included would materially and adversely affect such public
offering, then the Company shall be required to include in the underwriting only
that number of Registrable Shares, if any, which the managing underwriter
believes may be sold without causing such material adverse effect, provided,
however, that in no event will the amount of Registrable Shares included in the
offering be reduced below the greater of (1) 10% of the total amount of
securities included in the offering or (2) all of the Registrable Shares then
owned by the Shareholder.
1.5 Registration Procedures. If and whenever the Company is required by
the provisions of this Agreement to file a Registration Statement or to use
reasonable commercial efforts to effect the registration of any of the
Registrable Shares under the Securities Act, the Company shall:
(a) Filing. File with the Commission a Registration Statement with
respect to such Registrable Shares and use reasonable commercial efforts to
cause that Registration Statement to become and remain effective;
(b) Amendments. As expeditiously as possible prepare and file with
the Commission any amendments and supplements to the Registration Statement and
the prospectus included in the Registration Statement as may be necessary to
keep the Registration Statement effective for a period of not less than 60 days
from the effective date;
(c) Furnish Copies. As expeditiously as possible furnish to each
selling Shareholder such reasonable numbers of copies of the prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as the selling Shareholder may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Shares owned by the selling Shareholder;
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(d) Blue Sky Registration. As expeditiously as possible use its
best efforts to register or qualify the Registrable Shares covered by the
Registration Statement under the securities or blue sky laws of such states as
the selling Shareholder shall reasonably request, and do any and all other acts
and things that may be necessary or desirable to enable the selling Shareholder
to consummate the public sale or other disposition of the Registrable Shares
owned by the selling Shareholder; provided, however, that the Company shall not
be required in connection with this paragraph (d) to qualify as a foreign
corporation in any jurisdiction, execute a general consent to service of process
in any jurisdiction, or subject itself to taxation in any jurisdiction; and
(e) List on Exchange. Use reasonable commercial efforts to cause
the Registrable Shares to be listed on the principal securities exchange on
which similar securities of the Company are then listed, if any, if the listing
of such shares is then permitted under the rules of such exchange.
If the Company has delivered preliminary or final prospectuses to the selling
Shareholder and after having done so the prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify the
selling Shareholder and, if requested, the selling Shareholder shall immediately
cease making offers of Registrable Shares and return all prospectuses to the
Company. The Company shall promptly provide the selling Shareholder with revised
prospectuses and, following receipt of the revised prospectuses and compliance
with any related requirements of the Securities Act and any applicable state
securities or blue sky laws, the selling Shareholder shall be free to resume
making offers of the Registrable Shares.
1.6 Allocation of Expenses. The Company will pay all Registration
Expenses of all registrations under this Agreement; provided, however, that if a
registration is withdrawn at the request of the Shareholder requesting such
registration (other than as a result of information concerning the business or
financial condition of the Company which is made known to the Shareholder after
the date on which such registration was requested, the requesting Shareholder
shall pay the Registration Expenses of such registration pro rata in accordance
with the number of their Registrable Shares included in such registration. For
purposes of this Section 1.6, the term "Registration Expenses" shall mean all
expenses incurred by the Company in complying with this Section 1, including,
without limitation, all registration and filing fees, exchange listing fees,
printing expenses, fees of accountants for the Company, fees and disbursements
of counsel for the Company, state securities or blue sky fees and expenses, and
the expense of any special audits incident to or required by any such
registration, but excluding underwriting discounts, selling commissions or any
other brokerage or underwriting fees and expenses, and the fees and expenses.
1.7 Indemnification.
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(a) By Company. In the event of any registration of any of the
Registrable Shares under the Securities Act pursuant to this Agreement, the
Company will indemnify and hold harmless the seller of such Registrable Shares,
each underwriter of such Registrable Shares, and each other person, if any, who
controls such seller or underwriter within the meaning of the Securities Act or
the Exchange Act against any losses, claims, damages, or liabilities, joint or
several, to which such seller, underwriter, or controlling person may become
subject under the
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Securities Act, the Exchange Act, state securities or blue sky laws, or
otherwise, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Shares were registered under the
Securities Act, any preliminary prospectus, or final prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse such seller,
underwriter and each such controlling person for any legal or any other expenses
reasonably incurred by such seller, underwriter, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage, or liability
arises out of or is based upon (i) any untrue statement or omission made in such
Registration Statement, preliminary prospectus, or prospectus, or any such
amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by or on behalf of such seller,
underwriter, or controlling person specifically for use in the preparation
thereof or (ii) the failure of such seller to deliver copies of the prospectus
in the manner required by the Securities Act.
(b) By Seller. In the event of any registration of any of the
Registrable Shares under the Securities Act pursuant to this Agreement, each
seller of Registrable Shares, severally (and not jointly or jointly and
severally), will indemnify and hold harmless the Company, each of its directors
and officers, each underwriter, if any, and each person, if any, who controls
the Company or any such underwriter within the meaning of the Securities Act or
the Exchange Act, against any losses, claims, damages, or liabilities, joint or
several, to which the Company, such directors and officers, underwriter, or
controlling person may become subject under the Securities Act, Exchange Act,
state securities or blue sky laws, or otherwise, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Shares were
registered under the Securities Act, any preliminary prospectus, or final
prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, if the
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of such seller,
specifically for use in connection with the preparation of such Registration
Statement, prospectus, amendment, or supplement; provided, however, that the
obligations of a Shareholder hereunder shall be limited to an amount equal to
the proceeds to the Shareholder arising from the sale of Registrable Shares as
contemplated herein where any such losses, claims, damages, or liabilities are
not determined to be caused at least primarily by any untrue statement of
material fact made by, or any omission to state a material fact by, such
Shareholder.
(c) Notice. Each party entitled to indemnification under this
Section 1.7 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") within a reasonable period of
time after such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom; provided,
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however, that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not be withheld unreasonably). The Indemnified Party may
participate in such defense at such party's expense; provided, however, that the
Indemnifying Party shall pay such expense 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 the Indemnified Party and
any other party represented by such counsel in such proceeding. No Indemnifying
Party in the defense of any such claim or litigation shall, except with the
prior written consent of each Indemnified Party, 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 such Indemnified Party
of a release from all liability in respect of such claim or litigation, and no
Indemnified Party shall consent to entry of any judgment or settle such claim or
litigation without the prior written consent of the Indemnifying Party.
1.8 Indemnification with Respect to Underwritten Offering. In the event
that Registrable Shares are sold pursuant to a Registration Statement in an
underwritten offering pursuant to subsection 1.3(a), the Company agrees to enter
into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of an issuer of the
securities being registered and customary covenants and agreements to be
performed by such issuer, including without limitation customary provisions with
respect to indemnification by the Company of the underwriters of such offering.
1.9 Information by Holder. Each Shareholder whose Registrable Shares
are included in any registration shall furnish to the Company such information
regarding such Shareholder and the distribution proposed by such Shareholder as
the Company may request in writing if it is required in connection with any
registration, qualification, or compliance referred to in this Section 1.
1.10 Limitations on Subsequent Registration Rights. From and after the
date hereof until the first anniversary of such date, the Company shall not,
without the prior written consent of the Shareholder, enter into any agreement
with any holder or prospective holder of any securities of the Company giving
such holder or prospective holder any registration rights, the terms of which
are more favorable than the registration rights granted herein, unless the
Company shall offer such more favorable terms to the Shareholder.
1.11 Rule 144 Requirements. At all times after the date hereof, the
Company agrees to:
(a) Public Information. Make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act;
(b) Reports. To file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act; and
(c) Compliance Statement. Furnish to any holder of Registrable
Shares upon request a written statement by the Company as to its compliance with
the reporting requirements of Rule 144, and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly reports of the
Company, and such other reports and documents of the Company as such
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holder may reasonably request to avail itself of any similar rule or regulation
of the Commission allowing it to sell any such securities without registration.
2. Pre-Emptive Right.
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2.1 Pre-Emptive Right. Any time the Company proposes to issue New
Securities (as defined in Section 2.2) in an amount which, in any 90 day period,
exceeds 10% of the number of such outstanding securities at the beginning of
such 90 day period, Glentel will have the right to purchase a pro rata portion
of those New Securities (the "Pre-Emptive Right"). Glentel's pro rata share for
purposes of this Pre-Emptive Right is the ratio of the number of shares of
Common Stock owned by Glentel (on an as-converted basis) immediately prior to
the issuance of New Securities, to the total number of shares of Common Stock
outstanding immediately prior to the issuance of New Securities, assuming full
conversion of all securities and full exercise of all outstanding rights,
options and warrants to acquire Common Stock of the Company. This Pre-Emptive
Right shall be subject to the following provisions of this Section 2 or shall
expire on the transfer(s) of grater than 50% of the Common Stock owned by
Glentel.
2.2 New Securities. "New Securities" shall mean any capital stock of
the Company whether now authorized or not and rights options or warrants to
purchase such capital stock, and securities of any type whatsoever that are, or
may become, convertible into capital stock; provided that the term "New
Securities" does not include (i) any advances already made under the Thomson
Kernaghan Debenture Acquisition Agreement dated September 25, 1998 and amended
April 27, 1999 (ii) securities purchased under the Purchase Agreement; (iii)
securities issuable upon conversion or exercise of the securities purchased
under the Purchase Agreement; (iv) securities issued pursuant to the acquisition
of another business entity or business segment of any such entity by the Company
by merger, purchase of substantially all the assets or other reorganization
whereby the Company will own more than fifty percent (50%) of the voting power
of such business entity or business segment of any such entity; (iv) any
borrowing, direct or indirect, from financial institutions or other persons by
the Company, whether or not currently authorized, including any type of loan or
payment evidenced by any type of debt instrument, provided such borrowing does
not have any equity features including warrants, options or other rights to
purchase capital stock and are not convertible into capital stock of the
Company; (v) securities issued to employees, consultants, officers or directors
of the Company pursuant to any stock option, stock purchase or stock bonus plan,
agreement or arrangement approved by the Board of Directors; (vi) securities
issued in connection with any stock split, stock dividend or recapitalization of
the Company; or (vii) any right, option or warrant to acquire any security
convertible into the securities excluded from the definition of New Securities
pursuant to subsections (i) through (vi) above.
2.3 Notice. In the event the Company proposes to undertake an issuance
of New Securities, it shall give Glentel written notice of its intention,
describing the type of New Securities, and their price and the general terms
upon which the Company proposes to issue the same. Glentel will then have 7
calendar days after the date such notice is delivered to Glentel to agree to
purchase its pro rata share of such New Securities for the price and upon the
terms specified in the notice by giving written notice to the Company and
stating therein the quantity of New Securities to be purchased.
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2.4 Selling Period. The Company shall have 120 calendar days from the
expiration of the 20 day period set forth in Section 2.3 to sell or enter into
an agreement (pursuant to which the sale of New Securities covered thereby shall
be closed, if at all, within 120 calendar days from the date of said agreement)
to sell the New Securities at a price and upon terms no more favorable to the
purchasers thereof than specified in the Company's notice to Glentel pursuant to
Section 2.3. In the event the Company had not sold the New Securities within
said 120 day period or entered into an agreement to sell the New Securities in
accordance with the foregoing within said 120 day period from the date of said
agreement, the Company shall not thereafter issue or sell any New Securities,
without first again offering such securities to Glentel in the manner provided
in Section 2.3 above.
2.5 Transfer of Pre-Emptive Right. The Pre-Emptive Right set forth in
this Section 4 may be transferred or assigned by Glentel only to a transferee or
assignee of not less than 50% of the Common Stock owned by Glentel (as currently
constituted and subject to subsequent adjustments for stock splits, stock
dividends, reverse stock splits, and the like), provided that the Company is
given written notice prior to said transfer or assignment, stating the name and
address of the transferee or assignee and identifying the securities with
respect to which such registration rights are being transferred or assigned,
and, provided further, that the transferee or assignee of such rights assumes in
writing the obligations of Glentel under this Agreement.
3. Forced Exercise of Warrants. At any time following the registration of
the Warrants, the Company may within one business day following any period in
which the closing price of its Common Stock as listed on any U.S. public
exchange or OTC-BB exceeds $8.50 on each of any consecutive 30 day period issue
a written notice to the Investor demanding the exercise of the Warrants. The
Investor within 30 days following receipt of this notice shall exercise all the
Warrants held by them. Notwithstanding the foregoing an Investor shall not be
required to exercise a Warrant if on any one day during this 30 day period
following the receipt of this notice the closing price of the Common Stock as
listed on any U.S. Public exchange or OTC-BB is less than $8.50.
4. Board of Directors and Committees. The Company agrees to nominate
Xxxxxx X. Xxxxxxxx to the Board of Directors of the Company within 60 days of
the date of this Agreement and to nominate Xx. Xxxxxxxx for election to the
Board of Directors of the Company annually until Xx. Xxxxxxxx delivers to the
Company a written resignation from the Board of Directors.
5. Transfers of Certain Rights.
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5.1 Transferees. Any transferee to whom rights under this Agreement are
transferred shall, as a condition to such transfer, deliver to the Company a
written instrument by which such transferee agrees to be bound by the
obligations imposed upon the Investor under this Agreement, to the same extent
as if such transferee were a Shareholder hereunder.
5.2 Subsequent Transferees. A transferee to whom rights are transferred
pursuant to this Section 5 may not again transfer such rights to any other
person or entity, other than as provided in subsection 5.1 above.
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6. Miscellaneous.
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6.1 Successors and Assigns. The provisions of this Agreement shall be
binding upon, and inure to the benefit of, the respective successors, assigns,
heirs, executors and administrators of the parties hereto. Nothing in the
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.
6.2 Waivers and Amendments. Neither this Agreement nor any provisions
hereof may be amended, changed, waived, discharged, or terminated orally, but
only by a written statement signed by Glentel and the Company.
6.3 Governing Law. This Agreement shall be governed in all respects by
the laws of the Province of Alberta, Canada, without regard to the
conflict-of-laws rules or principle that might refer to the governance or
construction of this Agreement to the law of another jurisdiction.
6.4 Entire Agreement. This Agreement (together with the Purchase
Agreement) constitutes the full and entire understanding and agreement between
the parties with regard to the subjects addressed herein.
6.5 Notices. All notices and other communications required or permitted
hereunder shall be effective upon receipt and shall be in writing and may be
delivered in person, by telecopy, electronic mail, overnight delivery service,
or U.S. or Canadian mail (in which event it may be mailed by first-class,
certified or registered, postage prepaid), addressed (a) if to the Shareholder,
at such address as the Shareholder shall have furnished the Company in writing,
or, until any such holder so furnishes an address to the Company, then to and at
the address of the last holder of such securities who has so furnished an
address to the Company, or (b) if to the Company, at its address set forth at
the beginning of this Agreement, or at such other address as the Company shall
have furnished to the each Shareholder in writing.
6.6 Titles and Subtitles. The titles of the sections and paragraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
6.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
the date first above written.
COMPANY:
JAWS TECHNOLOGIES, INC.
By:
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Name:
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Title:
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INVESTOR:
GLENTEL, INC.
By:
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Name:
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Title:
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SCHEDULE 1
INVESTOR NUMBER OF SHARES OF COMMON NUMBER OF WARRANTS
STOCK CONSIDERATION
Glentel Inc. 1,000,000 834,000 $1,500,008.34
Suite 2700
4710 Kingsway ($1.5 per Share and
Burnaby, British Columbia $.00001 per Warrant)
V5H 4M2
Attention: Xxxxxx X. Xxxxxxxx
Legal Counsel
Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxx, Esq.
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