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EXHIBIT 4.4
HEARST HOMEARTS, INC.
INVESTOR RIGHTS AGREEMENT
This INVESTOR RIGHTS AGREEMENT (the "AGREEMENT") is entered into as of
July 9, 1999, by and among HEARST HOMEARTS, INC., a Delaware corporation (the
"COMPANY") and TORSTAR CORPORATION (the "INVESTOR").
RECITALS
WHEREAS, the Company is proposing to undertake an initial public
offering, and, immediately prior to such initial public offering, is proposing
to undertake a merger whereby it will be the surviving corporation and renamed
Xxxxx.xxx Networks, Inc.;
WHEREAS, the Company and the Investor are party to that certain Letter
Agreement dated June 28, 1999, as amended (the "LETTER AGREEMENT");
WHEREAS, the Investor pursuant to Section 3 of such Letter Agreement
desires to purchase common stock of the Company and in connection therewith the
Investor has requested that the Company extend to it certain registration rights
as set forth below;
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties mutually agree as follows:
AGREEMENT
SECTION 1. GENERAL.
1.1 DEFINITIONS. As used in this Agreement the following terms shall
have the following respective meanings:
"FORM S-3" means such form under the Securities Act (as
hereinafter defined) as in effect on the date hereof or any successor
registration form under the Securities Act subsequently adopted by the SEC (as
hereinafter defined) which permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.
"HOLDER" means any person owning or having the right to acquire
Registrable Securities (as hereinafter defined) or any assignee of record
thereof in accordance with Section 2.8 hereof.
"REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document.
"REGISTRABLE SECURITIES" means common stock of the Company
acquired from the Company by the Investor or any 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, such above-described securities.
Notwithstanding the foregoing, Registrable Securities shall not include any
securities sold by a person to
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the public either pursuant to a registration statement or Rule 144 or sold in a
private transaction in which the transferror's rights under Section 2 of this
Agreement are not assigned.
"REGISTRABLE SECURITIES THEN OUTSTANDING" shall be the number of
shares determined by calculating the total number of shares of the Company's
common stock that are Registrable Securities and either (i) are then issued and
outstanding or (ii) are issuable pursuant to then exercisable or convertible
securities.
"REGISTRATION EXPENSES" shall mean all expenses incurred by the
Company in complying with Sections 2.2 hereof, including, without limitation,
all registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, reasonable fees and
disbursements not to exceed twenty-five thousand dollars ($25,000) of a single
special counsel for the Holder, blue sky fees and expenses and the expense of
any special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company which shall be
paid in any event by the Company).
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
"SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale.
"SHARES" shall mean the Company's common stock issued to the
Investor pursuant to the Stock Purchase Agreement of even date herewith.
"SEC" or "COMMISSION" means the Securities and Exchange
Commission.
SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER.
2.1 RESTRICTIONS ON TRANSFER.
(a) The Investor agrees not to make any disposition of all or any
portion of the Shares unless and until the transferee has agreed in writing for
the benefit of the Company to be bound by the terms of this Agreement and:
(i) There is then in effect a registration statement under
the Securities Act covering such proposed disposition and such disposition is
made in accordance with such registration statement; or
(ii) (a) The Investor shall have notified the Company of
the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (b) if
reasonably requested by the Company, the Investor shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the
Securities Act. It is agreed that the Company will not require opinions of
counsel for transactions made pursuant to Rule 144 except in unusual
circumstances.
(iii) Notwithstanding the provisions of paragraphs (i) and
(ii) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by the Investor to its shareholders in accordance with
their interest in the corporation, provided the transferee agrees in writing
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to be subject to the terms of this Agreement to the same extent as if it, he or
she were the original Investor hereunder.
(b) Each certificate representing Shares or Registrable
Securities shall (unless otherwise permitted by the provisions of the Agreement)
be stamped or otherwise imprinted with a legend substantially similar to the
following (in addition to any legend required under applicable state securities
laws or as provided elsewhere in the Agreement):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,
IN THE OPINION OF COUNSEL OR BASED ON OTHER WRITTEN
EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
(c) The Company shall be obligated to reissue promptly unlegended
certificates at the request of any holder thereof if the holder shall have
obtained an opinion of counsel (which counsel may be counsel to the Company)
reasonably acceptable to the Company to the effect that the securities proposed
to be disposed of may lawfully be so disposed of without registration,
qualification or legend.
(d) Any legend endorsed on an instrument pursuant to applicable
state securities laws and the stop-transfer instructions with respect to such
securities shall be removed upon receipt by the Company of an order of the
appropriate blue sky authority authorizing such removal.
2.2 FORM S-3 REGISTRATION. In case the Company shall receive from the
Holder a written request that the Company effect a registration on Form S-3 and
any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by the Holder, the Company will:
(a) as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of the Holder's
Registrable Securities as are specified in such request; provided, however, that
the Company shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section 2.2: (i) if Form S-3 is not
available for such offering by the Holder; provided, however, if the Holder's
request is received on a date more than one year following the Company's initial
public offering and Form S-3 is not available to the Company, the Company shall
as soon as practicable effect such registration on Form S-1 under the Securities
Act (or any successor to form S-1); (ii) if the Company shall furnish to the
Holder a certificate signed by the President or Chairperson of the Board of
Directors of the Company stating that in the good faith judgment of the Board of
Directors of the Company, it would be seriously detrimental to the Company and
its stockholders for such Form S-3 Registration or Form S-1 Registration to be
effected at such time, in which event the Company shall have the right to defer
the filing of the Form S-3 or Form S-1 registration statement for a period of
not more than thirty (30) days after receipt of the request of the Holder under
this Section 2.2; provided that such right to delay a request shall be exercised
by the Company no more than once in any one-year period; (iii) if the Company
has already effected two registrations for the Holder pursuant to this Section
2.2; (iv) if the date of such request is earlier than 365 days from closing of
the Company's initial public offering; or (v) in any particular jurisdiction in
which the Company would be required to qualify to do
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business or to execute a general consent to service of process in effecting such
registration, qualification or compliance. Subject to the foregoing, the Company
shall file a Form S-3 or Form S-1 registration statement covering the
Registrable Securities and other securities so requested to be registered as
soon as practicable after receipt of the request of the Holder.
2.3 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
Section 2.2 herein shall be borne by the Company. All Selling Expenses incurred
in connection with any registrations hereunder, shall be borne by the Investor.
The Company shall not, however, be required to pay for the Registration Expenses
of any registration proceeding begun pursuant to Sections 2.2, the request of
which has been subsequently withdrawn by the Investor unless (a) the withdrawal
is based upon material adverse information concerning the Company of which the
Investor was not aware at the time of such request or (b) the Investor agrees to
forfeit its right to one requested registration pursuant to Section 2.2. If the
Company is required to pay the Registration Expenses of a withdrawn offering
pursuant to this Section 2.3, then the Holder shall not forfeit its rights
pursuant to Section 2.2.
2.4 OBLIGATIONS OF THE COMPANY. Whenever required to effect the
registration of any Registrable Securities, the Company shall, 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 Holder
of the Registrable Securities registered thereunder, keep such registration
statement effective for up to thirty (30) days.
(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
Securities Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holder such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as it 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 Holder,
provided that the Company shall not be required in 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) Notify the Holder at any time when a prospectus relating
thereto is required to be delivered under the Securities Act of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, 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.
2.5 TERMINATION OF REGISTRATION RIGHTS. All registration rights granted
under this Section 2 shall terminate and be of no further force and effect two
years from the closing date of the Company's initial public offering.
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2.6 DELAY OF REGISTRATION: FURNISHING INFORMATION.
(a) The Holder shall not have any right to obtain or 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 2.
(b) It shall be a condition precedent to the obligations of the
Company to take any action pursuant to Section 2 that the selling 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 its Registrable Securities.
2.7 INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under Sections 2.2:
(a) The Company will indemnify and hold harmless the Holder, the
partners, officers and directors of the Holder, any underwriter (as defined
under the Securities Act) for the Holder and each person, if any, who controls
the Holder or underwriter within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended, (the "1934 ACT"), against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the 1934 Act or other federal or state
law, 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 (collectively a "VIOLATION") by the Company: (i) 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; (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 Securities Act,
the 1934 Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the 1934 Act or any state securities law in connection
with the offering covered by such registration statement; and the Company will
reimburse the Holder, partner, 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 2.7(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 a
Violation which occurs solely in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
the Holder, partner, officer, director, underwriter or controlling person of the
Holder.
(b) The Holder will indemnify and hold harmless the Company, each
of its directors, each of its officers, each person, if any, who controls the
Company within the meaning of the Securities Act, or any underwriter, against
any losses, claims, damages or liabilities (joint or several) to which the
Company or any such director, officer, controlling person or underwriter may
become subject under the Securities Act, the 1934 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 Violation, in each case to
the extent (and only to the extent) that such Violation occurs solely in
reliance upon and in conformity with written information furnished by the Holder
under an instrument duly executed by the Holder and stated to be specifically
for use in connection with such registration; and the Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer, controlling person or
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underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity agreement
contained in this Section 2.7(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. Notwithstanding the foregoing, the maximum liability of
the Holder pursuant to this Section 2.7(b) shall be equal to the net proceeds
received by the Holder from the sale of its shares pursuant to the registration
statement relating to such sale.
(c) Promptly after receipt by an indemnified party under this
Section 2.7 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 2.7, 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 noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own 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 materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.7, 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 2.7.
(d) If the indemnification provided for in this Section 2.7 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any losses, claims, damages or liabilities referred to
herein, the indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability in such 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 Violation(s) that resulted in such
loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law by reference to, among
other things, whether the Violation 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. Notwithstanding the foregoing, the maximum liability of
the Holder pursuant to this Section 2.7(d) shall be equal to the net proceeds
received by the Holder from the sale of its shares pursuant to the registration
statement relating to such sale.
(e) The foregoing indemnity agreements of the Company and the
Holder are subject to the condition that, insofar as they relate to any
Violation made in a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the SEC at the time the registration statement
in question becomes effective or the amended prospectus filed with the SEC
pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement
shall not inure to the benefit of any person if a copy of the Final Prospectus
was furnished to the indemnified party and was not furnished to the person
asserting the loss, liability, claim or damage at or prior to the time such
action is required by the Securities Act.
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(f) The obligations of the Company and the Holder under this
Section 2.7 shall survive the completion of any offering of Registrable
Securities in a registration statement and otherwise.
2.8 RULE 144 REPORTING. With a view to making available to the Holder
the benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees to use its best efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in SEC Rule 144 or any similar or analogous rule
promulgated under the Securities Act, at all times after the effective date of
the first registration filed by the Company for an 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 Exchange Act;
(c) So long as a Holder owns any Registrable Securities furnish
to such Holder forthwith upon request: a written statement by the Company as to
its compliance with the reporting requirements of said Rule 144 of the
Securities Act and of the Exchange Act (at any time after it has become subject
to such reporting requirements); a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as a Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.
2.9 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company
to register Registrable Securities pursuant to this Section 2 may be assigned by
the Holder to a transferee or assignee of Registrable Securities; provided,
however, that no such transferee or assignee shall be entitled to registration
rights under Section 2.2 hereof unless it acquires at least fifty percent (50%)
of the Holder's Registrable Securities (as adjusted for stock splits and
combinations) and the Company shall, within twenty (20) days after such
transfer, be furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration fights are being assigned. Notwithstanding the foregoing, rights to
cause the Company to register securities may be assigned to any subsidiary,
parent, general partner or limited partner of the Holder.
SECTION 3. MISCELLANEOUS.
3.1 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within the State
of California.
3.2 SURVIVAL. The representations, warranties, covenants, and agreements
made herein shall survive any investigation made by the Holder and the closing
of the transactions contemplated hereby. All statements as to factual matters
contained in any certificate or other instrument delivered by or on behalf of
the Company pursuant hereto in connection with the transactions contemplated
hereby shall be deemed to be representations and warranties by the Company
hereunder solely as of the date of such certificate or instrument.
3.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, this Agreement, and the rights and obligations hereunder, may not be
assigned by any party hereto without the prior written consent of the Company.
The provisions hereof shall inure to the benefit of, and be binding upon, the
successors, permitted assigns, heirs, executors, and administrators of the
parties hereto;
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provided, however, that prior to the receipt by the Company of adequate written
notice of the transfer of any Registrable Securities specifying the full name
and address of the transferee, the Company may deem and treat the person listed
as the holder of such shares in its records as the absolute owner and holder of
such shares for all purposes, including the payment of dividends or any
redemption price.
3.4 SEPARABILITY. In case any provision of the Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
3.5 AMENDMENT AND WAIVER.
(a) Except as otherwise expressly provided, this Agreement may be
amended or modified only upon the written consent of the Company and the Holder.
(b) Except as otherwise expressly provided, the obligations of
the Company and the rights of the Holder under this Agreement may be waived only
with the written consent of the Company and the Holder.
(c) Any amendment or waiver effected in accordance with this
Section 3.5 shall be binding upon the Holder, its successors and assigns, and
the Company, its successors and assigns.
3.6 DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to any party hereto, upon any
breach, default or noncompliance of any other party hereto under this Agreement
shall impair any such right, power, or remedy, nor shall it be construed to be a
waiver of any such breach, default or noncompliance, or any acquiescence
therein, or of any similar breach, default or noncompliance thereafter
occurring. It is further agreed that any waiver, permit, consent, or approval of
any kind or character on any party's part of any breach, default or
noncompliance under the Agreement or any waiver on such party's part of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement, by law, or otherwise afforded to the
parties hereto, shall be cumulative and not alternative.
3.7 NOTICES. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) when sent by confirmed telex; (c) five days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (d) one day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the party to be notified at the
address as set forth on the signature page hereof or at such other address as
such party may designate by ten days advance written notice to the other parties
hereto.
3.8 ATTORNEYS' FEES. In the event that any dispute among the parties to
this Agreement should result in litigation, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.
3.9 ACKNOWLEDGEMENT. The Investor hereby acknowledges certain
stockholders of the Company may have "piggyback" registration rights with
respect to the registration statements requested by the Holder hereunder
pursuant to that certain Amended and Restated Investors' Rights Agreement
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dated May 7, 1999 and filed as Exhibit 4.3 to the Company registration statement
on Form S-1 (No. 333-78363) as filed with the SEC on May 13, 1999, as amended to
date.
3.10 TITLES AND SUBTITLES. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
3.11 PRONOUNS. All pronouns contained herein and any variations thereof
shall be deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the parties hereto may require.
3.12 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.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this INVESTOR
RIGHTS AGREEMENT as of the date first above written.
COMPANY: HEARST HOMEARTS, INC.
By: /s/ Xxxxxx Xxxxx
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(Signature)
Title: President
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Address: 000 Xxxxxx Xxxxxx
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Xxx Xxxx, Xxx Xxxx 00000
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INVESTOR: TORSTAR CORPORATION
By: /s/ Xxxx Xxxxxx
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(Signature)
Title: Vice President of Corporate Development
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Address: Xxx Xxxxx Xxxxxx
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Xxxxxxx, Xxxxxx X0X 0X0
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HEARST HOMEARTS, INC.
INVESTOR RIGHTS AGREEMENT
JULY 9, 1999
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TABLE OF CONTENTS
PAGE
SECTION 1. GENERAL...........................................................................1
1.1 Definitions...................................................................1
SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER............................................2
2.1 Restrictions on Transfer......................................................2
2.2 Form S-3 Registration.........................................................3
2.3 Expenses of Registration......................................................4
2.4 Obligations of the Company....................................................4
2.5 Termination of Registration Rights............................................4
2.6 Delay of Registration: Furnishing Information.................................5
2.7 Indemnification...............................................................5
2.8 Rule 144 Reporting............................................................7
2.9 Assignment of Registration Rights.............................................7
SECTION 3. MISCELLANEOUS.....................................................................7
3.1 Governing Law.................................................................7
3.2 Survival......................................................................7
3.3 Successors and Assigns........................................................7
3.4 Separability..................................................................8
3.5 Amendment and Waiver..........................................................8
3.6 Delays or Omissions...........................................................8
3.7 Notices.......................................................................8
3.8 Attorneys' Fees...............................................................8
3.9 Acknowledgement...............................................................8
3.10 Titles and Subtitles..........................................................9
3.11 Pronouns......................................................................9
3.12 Counterparts..................................................................9
