REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of
December 30,1996 is entered into by and among NETTER DIGITAL ENTERTAINMENT,
INC., a Delaware corporation ("NDEI"), and each of the individuals whose name
appears on the signature page of this Agreement (collectively, the
"Shareholders").
RECITALS
A. NDEI, NETTER ACQUISITION, INC., a wholly-owned subsidiary of NDEI
("Merger Subsidiary"), and VIDESSENCE, INC. ("Videssence") have entered into
an Agreement and Plan of Merger and Reorganization, dated as of April 26, 1996
(the "Merger Agreement"), pursuant to which Merger Subsidiary will be merged
with and into Videssence (the "Merger") upon the terms and subject to the
conditions set forth in the Merger Agreement;
B. At the effective time of the Merger, pursuant to Section 3.4.2 of the
Merger Agreement, all of the outstanding shares of common stock, no par value
per share, of Videssence, shall be converted into 522,222 shares (the "Initial
Shares') of common stock, par value $0.01 per share, of NDEI (the "Common
Stock"). The Shareholders shall have the right to earn up to an additional
788,000 shares of Common Stock of NDEI upon Videssence achieving certain
performance criteria (the "Additional Shares" and, together with the Initial
Shares, collectively, the "Merger Shares"). For purposes of this Agreement,
the term "Registrable Stock" shall mean: (i) the Merger Shares; (ii) any Co
Stock issued as (or issuable upon the conversion or exercise of any warrant,
right, option or other convertible security which is issued as) a dividend or
other distribution with respect to, or in exchange for, or in replacement of,
the Merger Shares and (iii) any Common Stock issued by way of a stock split of
the Common Stock refeffed to in clauses (i) or (ii) above. For purposes of
this Agreement, any Registrable Stock shall cease to be Registrable Stock when
(x) a registration statement covering such Registrable Stock has been declared
effective and such Registrable Stock has been disposed of pursuant to such
effective registration statement or (y) such Registrable Stock is sold or
distributed pursuant to Rule 144 (or any similar or successor provision (but
not Rule 144A)) under the Securities Act (as defined below).
C. The liquidity of the Registrable Stock, and hence its registration
pursuant to this Agreement, is a material part of the consideration being paid
to the Shareholders of Videssence under the Merger Agreement;
D. As set forth in Section 8.8 of the Merger Agreement, the obligations
of Videssence to effect the Merger are subject among other things, to the
execution, delivery, and performance of this Agreement;
NOW, THEREFORE, in consideration of the respective covenants and
obligations of the parties set forth herein and in the Merger Agreement and for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree
as follows:
1. Demand Registration Rights.
1.1 Request for Registration. If NDEI shall receive at any time after
October 1, 1996, a written request from the holders of a majority of the
Registrable Stock (the "Initiating Shareholders") then outstanding that NDEI
file a registration statement ("Registration Statement") under the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder
(collectively, the 'Securities Act") covering the registration of at least
fifty percent (50%) of the Registrable Stock then outstanding, then NDEI shall,
1.1.1 within thirty (30) days of the receipt thereof, give written
notice of such request to all Shareholders,
1.1.2 effect as soon as practicable, and in any event within ninety
(90) days of the receipt of such request, the registration under the
Securities Act of all Registrable Stock which the Shareholders request
to be registered, subject to the limitations of subsection 1.3.
1.1.3 use its best efforts to cause the Registration Statement to be
declared effective as soon as possible after filing. If the Securities
and Exchange Commission ("SEC") has notified NDEI that it Will respond
favorably to any request for acceleration of the Registration Statement,
then, NDEI will provide notice of such fact to the holders participating
in the registration, and as soon as practicable file a request with the
SEC for acceleration of the Registration Statement. Except as set forth
below, NDEI will use its best efforts to cause the Registration Statement
to remain effective under the Securities Act, and will prepare and file
with the SEC any amendments or post-effective amendments as may be
necessary to keep the Registration Statement effective under the
Securities Act. NDEI will promptly notify the Shareholders in writing of
the date on which the Registration Statement is declared effective.
Notwithstanding the foregoing, NDEI shall not be required to keep the
Registration Statement effective for purposes of the sale of Registrable
Stock thereunder at any time after the earlier of the date: (i) on which
all shares of Registrable Stock have been sold or are no longer
outstanding, or (ii) 60 days (exclusive of any period during which use of
the Registration Statement is suspended or prohibited by NDEI or
applicable law) after the date the Registration Statement is first
declared effective (the "Effectiveness Period").
1.2 Each Shareholder who receives a written notice from the Company (the
"Company Notice") pursuant to Section 1. 1. I shall provide a written request
to the Company to participate in such registration within thirty (30) days of
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receipt of the Company Notice. Shareholders who fail to provide such written
request within the designated time period shall not be permitted to participate
in such registration.
1.3 Deferral/Suspension. Notwithstanding the foregoing, if NDEI shall
furnish to Shareholders requesting a registration statement pursuant to
Section 1, a copy of a resolution of NDEI's Board of Directors certified by the
Chairman of such Board reflecting the Board's determination that it would be
materially detrimental to NDEI and its shareholders for such registration
statement to be filed and it is therefore essential to defer the filing of such
registration statement or if already effective, it is essential to suspend the
registration statement, NDEI shall have the right to defer taking action with
respect to such filing or suspend the registration statement, as the case may
be, for a period of not more than one hundred twenty (120) days after receipt
of the request of the Initiating Shareholders or after suspension of the
registration statement, as the case may be; provided, however, that NDEI may
not utilize this right more than once in any twelve-month period. In the event
that NDEI exercises its right under this Section 1.3 after the registration
statement in question has been declared effective and less than all of the
Registrable Stock included in such registration statement is sold within the
60-day period included in Section 1.1, then the Shareholders shall be entitled
to an additional registration pursuant to Section 1.
1.4 Exceptions to Obligation. In addition, NDEI shall not be obligated
to effect, or to take any action to effect, any registration pursuant to
Section 1:
1.4.1 after NDEI has effected two registrations (subject to
Section 1.3) pursuant to Section 1 and such registrations have been
declared or ordered effective and such effectiveness is maintained by NDEI
as required by Section 1.1.3; or
1.4.2 during any twelve (12) month period following the initial
effective date of a registration statement filed pursuant to this
Section 1.
1.5 Continigent Obligations. If NDEI is required by this Section I to
effect the registration of Registrable Stock, then NDEI, in addition,
1.5.1 furnish to each Shareholder such number of copies of the
required registration statement, the prospectus, if any, which is a part
of the registration statement (the "Prospectus") and any amendments and
supplements thereto and any exhibits to, or documents incorporated by
reference in, the registration statement as each such Shareholder shall
reasonably request;
1.5.2 register or qualify or cooperate with the Shareholders in
connection with the notification, coordination, registration or
qualification of (or obtain exemption from the registration or
qualification of) the Registrable Stock under the securities or blue sky
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laws of such other jurisdictions in the United States as the Shareholders
reasonably shall request and do any and all other acts and things which
may be reasonably necessary to enable the Shareholders to consummate the
disposition of the Registrable Stock'by them under the Registration
Statement in such jurisdictions; provided, however that in no event shall
NDEI be required to qualify to do business as a foreign corporation in
any jurisdiction where it is not so quafified, to subject itself to
taxation in any jurisdiction where it has not theretofore done so or to
take any action which would subject it to general service of process in
any such jurisdiction where it is not then so subject;
1.5.3 cause all of the shares of Registrable Stock covered by the
registration statement to be listed on each securities exchange, if any,
on which similar securities issued by NDEI are then listed;
1.5.4 upon request from any Shareholder, deliver promptly to such
Shareholder copies of all correspondence between the SEC and NDEI, its
counsel or auditors; and
1.5.5 cooperate with the Shareholders to Facilitate the timely
preparation and delivery of certificates representing Registrable Stock
sold under the registration statement, which certificates shall not have
any restrictive legends.
1.6 Notification. During the Effectiveness Period, NDEI shall notify the
Shareholders promptly, and (if requested by any Shareholder) confirm such
notice in writing,
1.6.1 of any request by the SEC for amendments or supplements to the
Registration Statement or the Prospectus or for additional information
relating thereto,
1.6.2 of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose,
1.6.3 of the receipt by NDEI of any notification with respect to the
suspension of the registration, qualification or exemption from
registration or qualification of any of the shares of Registrable Stock
covered by the Registration Statement for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, and
1.6.4 of the happening of any event which makes any statement made in
such Registration Statement or in the Prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in
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any material respect or which requires the making of any changes in such
Registration Statement or Prospectus so that such documents will not
contain any 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, in light of the circumstances under which they were
made, not misleading.
1.7 Supplements and Post-Effective Amendments. During the Effectiveness
Period, upon the occurrence of any event contemplated by Sections 1.5.1
or 1.5.4 above, NDEI will promptly prepare and file a supplement or
post-effective amendment to the Registration Statement or a supplement
to the Prospectus or any document incorporated therein by reference or
file any other document (i) required by the SEC to entitle such supplement
or amendment to be declared effective and (ii) necessary so that, as
thereafter delivered to the purchasers of the Registrable Stock being
sold thereunder, the Prospectus will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
2. Additional Rights.
2.1 Piggyback Registration Rights. If at any time after
December 31, 1996, NDEI shall determine to register any of its securities, for
its own account or the account of any of its shareholders (other than a
registration relating to employee stock option or purchase plans, or a
registration on SEC Form S4 relating to an SEC Rule 145 transaction, NDEI will:
(i) promptly give to each Shareholder written notice thereof, and (H) include
in such registration (and any related qualification under state securities or
Blue Sky laws or other compliances, and in any underwriting involved therein,
all the Registrable Stock specified in a written request or requests, made
within fifteen (15) days after receipt of such written notice from NDEI, by any
Shareholder or Shareholders.
2.2 Underwriting. If the registration of which NDEI gives notice
pursuant to Section 2.1 is for a registered public offering involving an
underwriting, NDEI shall so advise the Shareholders as a part of the written
notice. In such event, the right of any Shareholder to registration pursuant
to Section 2 shall be conditioned upon such Shareholder's participation in
such underwriting and the inclusion of such Shareholder's Registrable Stock in
the underwriting to the extent provided herein and the payment by the
Shareholder of a pro rata portion of the fees incurred in connection with the
registration.
All Shareholders proposing to distribute their securities through such
underwriting shall (together with NDEI and the other Shareholders distributing
their securities through such underwriting) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such underwriting by NDEI. Notwithstanding any other provision of this
Section 2, the underwriter may limit the number of shares of Registrable
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Stock to be included in the registration and underwriting, or may exclude
Registrable Stock entirely from such registration and underwriting. NDEI shall
so advise all Shareholders of Registrable Stock which would otherwise be
registered and underwritten pursuant hereto, and the number of shares of
Registrable Stock that may be included in the registration and underwriting
shall be allocated among Shareholders requesting registration in proportion,
as nearly as practicable, to the amount of Registrable Stock held by each of
such Shareholders as of the date of the notice pursuant to Section 2.1. If
any Shareholder disapproves of the terms of any such underwriting, he may elect
to withdraw therefrom by written notice to NDEI and the underwriter. Any
Registrable Stock excluded or withdrawn from such underwriting shall be
withdrawn from such registration.
2.3 Rule 144 Reporting. With a view to making available to Shareholders
the benefits of certain rules and regulations of the SEC which may permit the
sale of the shares of Registrable Stock to the public without registration,
NDEI agrees that, at all times after April 26, 1998, it will make its best
efforts to: (i) keep available adequate current public information available,
as those terms are understood and defined in SEC Rule 144; (ii) to file with
the SEC in a timely manner all reports and other documents required of NDEI
under the Securities Act and the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); and (iii) so long as a Shareholder owns any Registrable
Stock,to furnish to such Shareholder forthwith upon request a written statement
by NDEI as to its compliance with the reporting requirements of said Rule 144,
and of the Securities Act and the Exchange Act, a copy of the most recent
annual or quarterly report of NDEI and such other reports and documents so
filed by NDEI as the Shareholder may reasonably request in complying with any
rule or regulation of the SEC allowing the Shareholder to sell any such
securities without registration.
3. Obligations of Shareholders. Following the filing of the Registration
Statement and during any period that the Registration Statement is effective,
each Shareholder shall:
3.1 not effect any stabilization transactions or engage in any
stabilization activity in connection with NDEI's common shares in contravention
of Rule lOb-7 under the Exchange Act;
3.2 cooperate with NDEI as NDEI fulfills its obligations under
Section 1.6 hereof,
3.3 furnish such information concerning the Shareholder as is necessary
for NDEI to prepare a registration statement under the Securities Act or to
comply with the reporting requirements of the Exchange Act;
3.4 not sell under the Registration Statement during any period after
NDEI has provided notice to the Shareholder pursuant to Section 1.5.4 above and
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until NDEI provides to the Shareholder notice that the Registration Statement
no longer fails to state a material fact required to be stated therein,
misstates a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements made not misleading (in
such event, the delay caused shall be aggregated with any periods in which the
Registration Statement is not effective for purposes of Section 1.3 of this
Agreement); and
3.5 not sell Registrable Stock during any period beginning seven (7) days
before the anticipated effective date of any registration statement (other than
a registration statement relating to employee stock option or purchase plans,
or a registration statement on Form S-3 or S-4 or any successor forms)
registering the sale of equity securities for NDEI's account (as NDEI advises)
and ending ninety (90) days thereafter without NDEI's consent (provided that
this restriction shall not apply with respect to more than one such
registration statement during any calendar year).
4. Expenses.
4.1 Demand Rights. Except as set forth in Section 4.1.1, 4.1.2 and
4.1.3, NDEI shall pay all expenses in connection with a registration pursuant
to Section 1. 1:
4.1.1 each Shareholder and NDEI shall be responsible for the payment
of its pro rata portion of all underwriting discounts and commissions and
fees paid to brokers in connection with the sale of any of the Registrable
Stock pursuant to Section 1.1.
4.1.2 the Shareholders shall be responsible for the payment of fees
and disbursements of counsel to the Shareholders in connection with the
preparation of such registration statement and the prospectus, if any.
4.2 Piggy-back Rights. In connection with any registration statement
filed in connection with a registration subject to Section 2.1, each
Shareholder shall pay its pro rata portion of the fees and disbursements of
counsel to the Shareholders in connection with the preparation of such
registration statement and the prospectus, if any, underwriting discounts, if
any, and fees paid to brokers in connection with the sale of any of the
Registrable Stock pursuant to Section 2.1.
For purposes of this Section 4, a
Shareholder's pro rata share shall be based on the number of shares of the
Shareholder included in the offering compared to the total number of shares
included in the offering.
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5. Indemnification.
5.1 Indemnify by NDEI. NDEI shall
5.1.1 indemnify and hold harmless each Shareholder and its directors
and officers, if any, each person who participates in the offering of such
Registrable Stock, including underwriters (as defined in the Securities
Act) and each person, if any, who controls such Shareholder or
participating person (as defined in the Securities Act) (collectively
the "Shareholder Indemnitees") against any losses, claims, damages or
liabilities, joint or several ("Losses"), as incurred, to which each such
Shareholder Indemnitees may become subject, under the Securities Act or
otherwise, insofar as such Losses (or proceedings in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement or
Prospectus, as amended or supplemented if NDEI has furnished any
supplements or amendments thereto, or any other document filed or
delivered in connection therewith under a state securities or blue sky law
(collectively, "Registration Documents") or insofar as any Losses (or
proceedings in respect thereof) arise out of or are based upon the
omission or alleged omission to state in any Registration Document a
material fact required to be stated therein or necessary to make the
statements made therein (in the case of a prospectus, in the light of the
circumstances under which they were made), not misleading, or (ii) any
violation of any securities law by NDEI, its officers or employees in
connection with the Registration Documents, and
5.1.2 reimburse each Shareholder Indemnitee party for all legal or
other expenses as reasonably incurred by it in connection with
investigating or defending any Loss, including any amounts paid in
settlement of any litigation, commenced or threatened, if such settlement
is effected with the prior written consent of NDEI, which shall not be
unreasonably withheld or delayed; provided, however that NDEI shall not be
liable for any Losses to the extent such Losses arise out of or are based
upon any untrue statement or omission made in any Registration Document in
reliance upon and in conformity with written information furnished to NDEI
by or on behalf of any Shareholder expressly for use in the preparation of
the Registration Document; and provided, further that NDEI shall not be
liable to a particular Shareholder Indemnitee under the indemnity
agreement in this Section 5.1 with respect to the Prospectus, as amended
or supplemented, to the extent that the Loss arises from the sale of any
shares of Registrable Stock by such Shareholder Indemnitee to the person
asserting Loss and to which there was not sent or given, within the time
required by the Securities Act, a copy of the Prospectus as then amended
or supplemented, if NDEI has previously and timely furnished copies
thereof to such indemnified party and such Prospectus as then amended or
supplemented has coffected the misstatement or omission at issue.
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5.2 Indemnity by Shareholders. Each Shareholder joining in a
registration shall, severally and not jointly,
5.2.1 indemnify and hold harmless NDEI, any officer, director,
employee or agent of NDEI, and each other person, if any, who controls
NDEI within the meaning of Section 15 of the Securities Act (collectively,
the NDEI Indemnitees) against any Losses to which each such indemnified
party may become subject under the Securities Act or otherwise, insofar as
such Losses (or proceedings in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any Registration Document, or arise out of or are based
upon the omission or alleged omission to state in any Registration
Document a material fact required to be stated therein or necessary to
make the statements made therein (in the case of a prospectus, in the
light of the circumstances under which they were made,) not misleading, in
each case, to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or admission or alleged omission was
made in reliance upon and in conformity with written information fumished
to NDEI by or on behalf of a Shareholder expressly for use in the
preparation of the Registration Statement, or (ii) any violation of any
securities law by Shareholder in connection with the sale or transfer of
any shares included in the Registration Statement, and
5.2.2 reimburse each NDEI Indemnitee for all legal or other expenses
reasonably incurred by it in connection with investigating or defending
any such Losses or action, including any amounts paid in settlement of any
litigation, commenced or threatened, if such settlement is effected with
the prior written consent of such Shareholder; provided, however, that
such reimbursement shall be payable only if, and to the extent that, any
Losses arise out of or are based upon an untrue statement or omission made
in any Registration Document in reliance upon and in conformity with
written information fumished to NDEI by such Shareholder expressly for
use in the preparation thereof.
5.3 Procedure for Indemnification. Promptly after receipt by an
indemnified party, under Section 4.1 or 4.2, of notice of the commencement of
any action, the indemnified party shall notify the indemnifying party in
writing of the commencement thereof, if a claim in respect thereof is to be
made against an indemnifying party under any of these Sections; but the
omission of such notice shall not relieve the indemnifying party from liability
which it may have to the indemnified party under this Section 4, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice, and shall not relieve the indemnifying party from any liability
which it may have to any indemnified party otherwise than under this
Section 4. In case any action is brought against the indemnified party, it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in, and to the extent
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that it chooses, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party, and after notice from the indemnifying
party to the indemnified party that it chooses to assume the defense, the
indemnifying party shall not be liable for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof; provided, however that if the indemnifying party fails to take
reasonable steps necessary to defend diligently the claim within twenty
(20) days after receiving notice from the indemnified party that the
indemnified party believes the indemnifying party has failed to take such
reasonable steps, or
5.3.1 if the indemnified party who is a defendant in any action or
proceeding which is also brought against the indemnifying party reasonably
shall have concluded that there are legal defenses available to the
indemnified party which are not available to the indemnifying party, or
5.3.2 if representation of both parties by the same counsel is
otherwise inappropriate under applicable standards of professional
conduct, then the indemnified party shall have the right to assume or
continue its own defense as set forth above at the indemnifying party's
expense. In no event shall the indemnifying party be responsible for
more than one firm of counsel for all indemnified parties unless it is
inappropriate under applicable standards of professional conduct for one
firm or counsel to represent all indemnified parties.
5.4 Non-Exclusive Indemnity. Any indemnity agreements contained herein
shall be in addition to any other rights to indemnification or contribution
which any indemnified party may have pursuant to law or contract and shall
remain operative and in full force and effect regardless of any investigation
made or omitted by or on behalf of any indemnified party.
5.5 Contribution. If for any reason the foregoing indemnity is
unavailable, or is insufficient to hold harmless an indemnified party, then
the indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages, liabilities or
expenses
5.5.1 in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and the indemnified party
on the other (determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied
by the indemnifying party or the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission), or
5.5.2 if the allocation provided by Section 5.5.1 above is not
permitted by applicable law or provides a lesser sum to the indemnified
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party than the amount hereinafter calculated, in such proportion as is
appropriate to reflect not only the relative fault of the indemnifying
party and the indemnified party, but also the relative benefits received
by the indemnifying party on the one hand (taking into consideration the
fact that the provision of the registration rights hereunder served as an
inducement to the Shareholders to enter into the Merger Agreement) and the
indemnified party on the other, as well as any other relevant equitable
considerations. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
6. Miscellaneous.
6.1 Governing Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of California without giving effect to
the choice of law principles thereof
6.2 Entire Agreement: Amendment: Waiver. This Agreement:
6.2.1 contains the entire agreement among the parties hereto with
respect to the subject matter hereof,
6.2.2 supersedes all prior written agreements and negotiations and
oral understandings, if any, with respect thereto, and
6.2.3 may not be amended or supplemented except by an instrument or
counterparts thereof in writing signed by NDEI and each of the
Shareholders. No waiver of any term or provision of this Agreement shall
be effective unless in writing signed by the party to be charged. The
waiver by any party of a breach of any term or provision of this Agreement
shall not be construed as a waiver of any subsequent breach.
6.3 Binding Effect. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns; provided, however, that no party hereto may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the prior written consent of the other parties hereto, except
as provided in Section 6.3. 1.
6.3.1 Transfer of Registration Rights. A Shareholder may transfer
its rights and obligations under this Agreement so long as NDEI is given
written notice by such Shareholder at the time of or within a reasonable
time after said transfer, stating the name and address of said transferee
or assignee and identifying the securities with respect to which such
registration rights and obligations are being assigned, and such
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transferee has agreed to be bound by the obligations of the Shareholders
set forth in this Agreement.
6.4 Invalidity of Provision. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of this Agreement (including such provision),
in any other jurisdiction.
6.5 Notices. All notices, requests, consents and other communications to
any party hereunder shall be in writing and shall be given either by personal
service, certified mail, return receipt requested, overnight courier or
telecopy, addressed as follows:
if to NDEI, to:
NETTER DIGITAL ENTERTAINMENT, INC.
0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxx
with a copy to:
Xxxx, Forward, Xxxxxxxx & Scripps LLP
000 Xxxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
if to the Shareholders, to:
Xxxx Xxxxx
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
and to:
Xxxxxx Xxxxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
or to such other address as any party may hereafter specify to the other
parties hereto by notice sent in accordance with this Section 6.5. Each such
notice, request or other communication shall be effective when delivered at
the address specified in this Section 6.5.
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6.6 Headings: Execution in Counterparts. The headings and captions
contained herein are for convenience of reference only and shall not control or
affect the meaning or construction of any provision hereof This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original and all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
each of the parties hereto as of the date first above written.
NETTER DIGITAL ENTERTAINMENT INC.
By:_____________________________
Xxxxxxx Xxxxxx, President
SHAREHOLDERS:
________________________________
Xxxx Xxxxx
________________________________
Xxxxx Xxxxxxxxx
________________________________
Xxxxxx Xxxxxxx
________________________________
Xxx Xxxxxxx
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