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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT dated as of October 1, 1998 by and
among AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation (the
"Company") and Mr. M. XXXX XXXXX (the "Holder").
The parties agree as follows:
Section 1. Definitions. For purposes of this Agreement:
(a) "Common Stock" means the Company's Common Stock, $.001 par
value;
(b) "Registrable Securities" means 90,104 shares of Common
Stock to be issued to the Holder upon closing of that certain Asset
Purchase Agreement of even date (the "Agreement"; certain terms not
defined herein but used herein are used as defined in the Agreement);
(c) "register" and "registration" refer to a registration of
the Registrable Securities effected by filing a registration statement
or similar document pursuant to the Securities Act of 1933, as amended
(the "Act") and the declaring or ordering of effectiveness of such
registration statement; and
(d) The "Company" means American Aircarriers Support,
Incorporated, a Delaware corporation.
Section 2. Demand Registration.
(a) If at any time after July 1, 1999 the Company receives a
written request from the Holder that the Company file a registration
statement under the Act covering the registration of Registrable
Securities held by him, then the Company shall, subject to the
limitations of this Section 2, use its best efforts to, within six
months of the date of such request, effect the registration under the
Act of all Registrable Securities and will keep such registration
statement effective for a minimum period of 12 months thereafter. The
Company shall be obligated to effect only one (1) registration pursuant
to this Section 2(a).
(b) If the Holder intends to distribute the Registrable
Securities covered by his request by means of an underwriting, he shall
so advise the Company as a part of his request made pursuant to this
Section 2. The Holder shall (together with the Company as provided in
Section 3) enter into an underwriting agreement in customary form with
a mutually acceptable underwriter or underwriters.
Section 3. "Piggyback" Rights. For a period of one (1) year from
October 1, 1998, and if (but without any obligation to do so) the Company
proposes to register any of its securities under the
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Act in connection with a public offering of such common stock for cash proceeds
payable in whole or in part to the Company (other than with respect to a
Registration Statement filed on Form S-8 or Form S-4 or such other similar form
then in effect under the Securities Act), the Company shall, at such time,
subject to the provisions of Section 6 and 7 hereof and upon request of the
Holder cause to be registered under the Act all of the Registrable Securities
which the Holder requests be registered; provided, however, if the managing
underwriter of the public offering of shares proposed to be registered by the
Company advises the Holder in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the number of shares
of Registrable Securities of the Holder that may be included in the underwriting
shall be so limited prorata. Such "piggyback rights" shall expire on the
registration and sale of the Registrable Securities pursuant to Section 2 above
or upon the sale of the Registrable Securities hereunder, but in no event later
than October 1, 1999.
Section 4. Registration Procedure. Whenever required under this
Agreement to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as is reasonably possible:
(a) Furnish to the Holder of the Registrable Securities
covered by such registration statement such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as he may reasonably
request in order to facilitate the disposition of the Registrable
Securities owned by him.
(b) 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. The Holder participating in such underwriting shall also
enter into and perform his obligations under such agreement.
(c) Notify the Holder of Registrable Securities covered by
such registration statement, at any time when a prospectus relating
thereto covered by such registration statement 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 then existing.
Section 5. Furnish Information. The Holder shall promptly furnish to
the Company in writing such reasonable information regarding the Holder, the
Registrable Securities held by the Holder, and the intended method of
disposition of such securities
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as shall be required to effect the registration of his Registrable Securities.
Section 6. Expenses of Registration. All of the foregoing expenses
relating to the Registrable Securities incurred in connection with registration,
filing or qualification pursuant to this Agreement, including (without
limitation) all registration, filing and qualification fees, printers' bills,
mailing and delivery expenses, accounting fees, and the fees and disbursements
of counsel for the Company, but excluding underwriting discounts or fees, shall
be borne by the Company.
Section 7. Indemnification and Contribution. In the event any
Registrable Securities are included in a registration statement under this
Agreement:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless the Holder, the officers and directors of 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 Securities Exchange Act of 1934 (the
"Exchange Act"), against any losses, claims, damages, or liabilities
(joint or several) to which they may become subject under the Act, the
Exchange Act or other federal or state law, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereto) arise
out of or are based upon any untrue 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, or arise out of or
are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse each
such Holder, officer or director, underwriter or controlling person for
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 7(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 an untrue
statement or alleged untrue statement or omission or alleged omission
made in such registration statement, preliminary prospectus or final
prospectus or any amendment or supplement thereto 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; provided, further, however, that if any
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losses, claims, damages or liabilities arise out of or are based upon
any untrue statement, alleged untrue statement, omission or alleged
omission contained in any preliminary prospectus, and made in reliance
upon and in conformity with written information furnished by such
Holder expressly for use therein, which did not appear in the final
prospectus, the Company shall not have any such liability with respect
thereto to such Holder, any person who controls such Holder within the
meaning of the Act, or any director of such Holder, if such Holder
delivered a copy of the preliminary prospectus to the person alleging
such losses, claims, damages or liabilities and failed to deliver a
copy of the final prospectus, as amended or supplemented if it has been
amended or supplemented, to such person at or prior to the written
confirmation of the sale to such person, provided that such Holder had
an obligation to deliver a copy of the final prospectus to such person;
and
(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 and any other Holder selling securities in such
registration statement or any of its directors or officers or any
person who controls such Holder or underwriter against any losses,
claims, damages or liabilities, joint or several) to which the Company
or any such director, officers, controlling person, or underwriter or
controlling person, or other such Holder or director, officer or
controlling person may become subject, under the Act, the Exchange Act
or other federal or state law, insofar as such losses, claims, damages
or liabilities (or actions in respect thereto) arise out of or are
based upon any untrue 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, or arise out of or are based upon
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, if the untrue statement or omission or alleged
untrue statement or omission in respect of which such loss, claim,
damage or liability is asserted was made 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
reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer, controlling person, underwriter
or controlling person, or other Holder, officer, director, or
controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action; provided however, that
the indemnity agreement contained in this Section 7(b) shall not apply
to amounts paid in settlement of any such loss, claim, damage,
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liability or action, if such settlement is effected without the consent
of the Holder (which consent shall not be unreasonably withheld);
provided, further that the maximum liability of any selling Holder
under this Section 7(b) in regard to any registration statement shall
in no event exceed the amount of the proceeds received by such selling
Holder from the sale of securities under such registration statement;
provided, further however, that if any losses, claims, damages or
liabilities arise out of or are based upon an untrue statement, alleged
untrue statement, omission or alleged omission contained in any
preliminary prospectus which did not appear in the final prospectus,
such seller shall not have any such liability with respect thereto to
the Company, any person who controls the Company within the meaning of
the Act, any officer of the Company who signed the registration
statement or any director of the Company, if the Company delivered a
copy of the preliminary prospectus to the person alleging such losses,
claims, damages or liabilities and failed to deliver a copy of the
final prospectus, as amended or supplemented if it has been amended or
supplemented, to such person at or prior to the written confirmation of
the sale to such person, provided that the Company had an obligation to
deliver a copy of the final prospectus to such person.
(c) Promptly after receipt by an indemnified party under this
Section 7 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 7, 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 notified, to assume
the defense thereof with counsel mutually satisfactory to the parties.
An indemnified party shall have the right to retain its own counsel,
however, the fees and expenses of such counsel shall be at the expense
of the indemnified party, unless (i) the employment of such counsel has
been specifically authorized in writing by the indemnifying party, (ii)
the indemnifying party has failed to assume the defense and employ
counsel, or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the
indemnifying party, and the indemnified party shall have been advised
by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have
the right to assume the defense of such action on behalf of such
indemnified parry, it being understood, however, that the indemnifying
party shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or
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circumstances, be liable for the reasonable fees and expenses of more
than one separate firm of attorneys for all indemnified parties). The
failure to deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party
under this Agreement.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities or actions in
respect thereof referred to therein, then each indemnifying party shall
in lieu of; indemnifying such indemnified party contribute to the
amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or actions in such proportion as
is appropriate to reflect the relative fault of the Company, on the one
hand, and selling Holder, on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or actions as well as any other relevant equitable
considerations, including the failure to give any required notice. The
relative fault shall be 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 Company, on the one hand, or by such
selling Holder on the other, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto acknowledge and agree
that it would not be just and equitable if contribution pursuant to
this subparagraph (d) were determined by prorata allocation (even if
all of the selling Holder were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subparagraph (d).
The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or actions in respect thereof
referred to above in this subparagraph (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this subparagraph (d), the
amount the selling Holder shall be required to contribute shall not
exceed the amount, if any, by which the total price at which the
securities sold by each of them were offered to the public exceeds the
amount of any damages which they would have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or
alleged omission, or other violation of law. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of fraudulent misrepresentation
Section 8. Miscellaneous.
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(a) Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the Company and to the Holder and their
respective heirs, personal representatives, successors and assigns.
(b) Notices. Except as otherwise provided herein, any notice,
consent or request to be given in connection with any term or provision
of this Agreement shall be deemed to have been given sufficiently if
sent by hand, registered or certified mail, postage prepaid, facsimile
transmission or courier (next day delivery), to the Company or to the
Holder at their respective addresses as provided on or about the date
hereof.
(c) Integration. This Agreement contains the entire agreement
between the parties with respect to the transactions contemplated
hereby and no party shall be bound by, nor shall any party be deemed to
have made, any covenants, representations, warranties undertakings or
agreements except those contained in such entire Agreement. The section
and paragraph headings contained in this Agreement are for the
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(d) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same agreement.
(e) Amendment. This Agreement may be amended, changed, waived
or terminated only in writing signed by each of the parties.
IN WITNESS WHEREOF, this Agreement has been executed effective as of
the date first above written.
AMERICAN AIRCARRIERS SUPPORT,
INCORPORATED
By /s/ Xxxx Xxxxx
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President
HOLDER:
/s/ Xxxx Xxxxx (SEAL)
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M. XXXX XXXXX
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