Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of July 20, 2015
(the "Execution Date"), is entered into by and between Empire Global Corp. (the
"Company"), a Delaware corporation, with its principal executive offices at
Suite 701 - 000 Xxxxxxxx Xx. X., Xxxxxxx, Xxxxxxx X0X 0X0, and Tangiers
Investment Group, LLC (the "Investor"), a Delaware limited liability company,
with its principal executive offices at 0000 Xxx Xxxxx Xxx. #X000, Xxx Xxxxx,
Xxxxxxxxxx 00000.
RECITALS:
WHEREAS, pursuant to the Investment Agreement entered into by and between the
Company and the Investor of this even date (the "Investment Agreement"), the
Company has agreed to issue and sell to the Investor an indeterminate number
of shares of the Company's common stock, par value of $0.0001 per share (the
"Common Stock"), up to an aggregate purchase price of Five Million Dollars
($5,000,000);
WHEREAS, as an inducement to the Investor to execute and deliver the
Investment Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the
"1933 Act"), and applicable state securities laws, with respect to the shares
of Common Stock issuable pursuant to the Investment Agreement.
NOW THEREFORE, in consideration of the foregoing promises and the mutual
covenants contained hereinafter and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and
the Investor hereby agree as follows:
SECTION I
DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
"1933 Act" shall have the meaning set forth in the recitals.
"1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, or any similar successor statute.
"Agreement" shall have the meaning set forth in the preamble.
"Claims" shall have the meaning set forth in Section 6.1.
"Common Stock" shall have the meaning set forth in the recitals.
"Company" shall have the meaning set forth in the preamble.
"Execution Date" shall have the meaning set forth in the preamble.
"Indemnified Damages" shall have the meaning set forth in Section 6.1.
"Indemnified Party" shall have the meaning set forth in Section 6.1.
"Indemnified Person" shall have the meaning set forth in Section 6.1.
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"Investment Agreement" shall have the meaning set forth in the recitals.
"Investor" shall have the meaning set forth in the preamble.
"Investor's Delay" shall have the meaning set forth in Section 3.5.
"New Registration Statement" shall have the meaning set forth in Section 2.3.
"Person" means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.
"Register," "Registered," and "Registration" refer to the Registration effected
by preparing and filing one (1) or more Registration Statements in compliance
with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor
rule providing for offering securities on a continuous basis, and the
declaration or ordering of effectiveness of such Registration Statement(s) by
the SEC.
"Registration Period" shall have the meaning set forth in Section 3.1.
"Registrable Securities" means (i) the shares of Common Stock issuable pursuant
to the Investment Agreement, and (ii) any shares of capital stock issuable with
respect to such shares of Common Stock, if any, as a result of any stock splits,
stock dividends, or similar transactions, which have not been (x) included in
the Registration Statement that has been declared effective by the SEC, or (y)
sold under circumstances meeting all of the applicable conditions of Rule 144
(or any similar provision then in force) under the 1933 Act.
"Registration Default" shall have the meaning set forth in Section 3.3.
"Registration Statement" means the registration statement of the Company filed
under the 1933 Act covering the Registrable Securities.
"Rule 144" means Rule 144 promulgated under the 1933 Act or any successor rule
of the SEC.
"SEC" shall mean the U.S. Securities and Exchange Commission.
"Staff" shall have the meaning set forth in Section 2.3.
"Violations" shall have the meaning set forth in Section 6.1.
All capitalized terms used in this Agreement and not otherwise defined herein
shall have the same meaning ascribed to them as in the Investment Agreement.
SECTION II
REGISTRATION
2.1 The Company shall use its best efforts to, within thirty (30) days of the
Execution Date, file with the SEC a Registration Statement or Registration
Statements (as is necessary) on Form S-1 (or, if such form is unavailable
for such a registration, on such other form as is available for such
registration), covering the resale of ___________ shares of the Registrable
Securities, which Registration Statement(s) shall state that, in accordance
with Rule 416 promulgated under the 1933 Act, such Registration Statement
also covers such indeterminate number of additional shares of Common Stock
as may become issuable upon stock splits, stock dividends or similar
transactions. The Company shall initially register for resale ____________
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shares of Registrable Securities except to the extent that the SEC requires
the share amount to be reduced as a condition of effectiveness.
2.2 The Company shall use commercially reasonable efforts to have the
Registration Statement(s) declared effective by the SEC within thirty (30)
days but no more than ninety (90) days after the Company has filed the
Registration Statement(s).
2.3 Notwithstanding the registration obligations set forth in Section 2.1, if
the staff of the SEC (the "Staff") or the SEC informs the Company that all
of the unregistered Registrable Securities cannot, as a result of the
application of Rule 415, be registered for resale as a secondary offering
on a single Registration Statement, the Company agrees to promptly (i)
inform the Investor and use its commercially reasonable efforts to file
amendments to the Registration Statement as required by the SEC and/or (ii)
withdraw the Registration Statement and file a new registration statement
(the "New Registration Statement"), in either case covering the maximum
number of Registrable Securities permitted to be registered by the SEC, on
Form S-1 to register for resale the Registrable Securities as a secondary
offering. If the Company amends the Registration Statement or files a New
Registration Statement, as the case may be, under clauses (i) or (ii)
above, the Company shall use its commercially reasonable efforts to file
with the SEC, as promptly as allowed by the Staff or SEC, one or more
registration statements on Form S-1 to register for resale those
Registrable Securities that were not registered for resale on the
Registration Statement, as amended, or the New Registration Statement.
Additionally, the Company shall have the ability to file one or more New
Registration Statements to cover the Registrable Securities once the Shares
under the initial Registration Statement referenced in Section 2.1 have
been sold.
SECTION III
RELATED OBLIGATIONS
At such time as the Company is obligated to prepare and file the Registration
Statement with the SEC pursuant to Section 2, the Company shall effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, with respect thereto, the Company shall have
the following obligations:
3.1 Upon the effectiveness of such Registration Statement relating to the
Registrable Securities, the Company shall keep such Registration Statement
effective until the earlier to occur of the date on which (A) the Investor
shall have sold all the Registrable Securities actually issued or that the
Company has an obligation to issue under the Investment Agreement; or (B)
the Investor has no right to acquire any additional shares of Common Stock
under the Investment Agreement; or (C) the Investor may sell the
Registrable Securities without volume limitations under Rule 144 (the
"Registration Period"). The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall
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 in which they were made,
not misleading. The Investor agrees to provide all information which it is
required by law to provide to the Company, including the intended method of
disposition of the Registrable Securities, and the Company's obligations
set forth in this Agreement shall be conditioned on the receipt of such
information.
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3.2 The Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement
and the prospectus used in connection with such Registration Statement,
which prospectus is to be filed pursuant to Rule 424 promulgated under the
1933 Act, as may be necessary to keep such Registration Statement effective
during the Registration Period, and, during such period, comply with the
provisions of the 1933 Act with respect to the disposition of all
Registrable Securities of the Company covered by such Registration
Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by
the Investor thereof as set forth in such Registration Statement. In the
event the number of shares of Common Stock covered by the Registration
Statement filed pursuant to this Agreement is at any time insufficient to
cover all of the Registrable Securities, the Company shall amend such
Registration Statement, or file a new Registration Statement (on the short
form available therefor, if applicable), or both, so as to cover all of the
Registrable Securities, in each case, as soon as practicable, but in any
event within thirty (30) calendar days after the necessity therefor arises
(based on the then Purchase Price of the Common Stock and other relevant
factors on which the Company reasonably elects to rely), assuming the
Company has sufficient authorized shares at that time, and if it does not,
within thirty (30) calendar days after such shares are authorized. The
Company shall use commercially reasonable efforts to cause such amendment
and/or new Registration Statement to become effective as soon as
practicable following the filing thereof.
3.3 As promptly as practicable after becoming aware of such event, the Company
shall notify Investor in writing of the happening of any event as a result
of which the prospectus included in the Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission 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 ("Registration Default") and use all diligent efforts
to promptly prepare a supplement or amendment to such Registration
Statement and take any other necessary steps to cure the Registration
Default (which, if such Registration Statement is on Form S-3, may consist
of a document to be filed by the Company with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act and to be incorporated by
reference in the prospectus) to correct such untrue statement or omission,
and make available copies of such supplement or amendment to the Investor.
The Company shall also promptly notify the Investor (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed,
and when the Registration Statement or any post-effective amendment has
become effective; (ii) of any request by the SEC for amendments or
supplements to the Registration Statement or related prospectus or related
information, (iii) of the Company's reasonable determination that a
post-effective amendment to the Registration Statement would be
appropriate, (iv) in the event the Registration Statement is no longer
effective, or (v) if the Registration Statement is stale as a result of the
Company's failure to timely file its financials or otherwise
3.4 The Company shall use all commercially reasonable efforts to prevent the
issuance of any stop order or other suspension of effectiveness of the
Registration Statement, or the suspension of the qualification of any of
the Registrable Securities for sale in any jurisdiction and, if such an
order or suspension is issued, to obtain the withdrawal of such order or
suspension at the earliest possible moment and to notify the Investor
holding Registrable Securities being sold of the issuance of such order and
the resolution thereof or its receipt of actual notice of the initiation or
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threat of any proceeding concerning the effectiveness of the Registration
Statement.
3.5 The Company shall permit the Investor and one (1) legal counsel, designated
by the Investor, to review and comment upon the Registration Statement and
all amendments and supplements thereto at least one (1) calendar day prior
to their filing with the SEC. However, any postponement of a filing of a
Registration Statement or any postponement of a request for acceleration or
any postponement of the effective date or effectiveness of a Registration
Statement by written request of the Investor (collectively, the "Investor's
Delay") shall not act to trigger any penalty of any kind, or any cash
amount due or any in-kind amount due the Investor from the Company under
any and all agreements of any nature or kind between the Company and the
Investor. The event(s) of an Investor's Delay shall act to suspend all
obligations of any kind or nature of the Company under any and all
agreements of any nature or kind between the Company and the Investor.
3.6 The Company shall hold in confidence and not make any disclosure of
information concerning the Investor unless (i) disclosure of such
information is necessary to comply with federal or state securities laws,
(ii) the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release
of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to
the public other than by disclosure in violation of this Agreement or any
other agreement. The Company agrees that it shall, upon learning that
disclosure of such information concerning the Investor is sought in or by a
court or governmental body of competent jurisdiction or through other
means, give prompt written notice to the Investor and allow the Investor,
at the Investor's expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order covering such information.
3.7 The Company shall use all commercially reasonable efforts to maintain
designation and quotation of all the Registrable Securities covered by any
Registration Statement on the Principal Market. If, despite the Company's
commercially reasonable efforts, the Company is unsuccessful in satisfying
the preceding sentence, it shall use commercially reasonable efforts to
cause all the Registrable Securities covered by any Registration Statement
to be listed on each other national securities exchange and automated
quotation system, if any, on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange
or system. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3.7.
3.8 If requested by the Investor, the Company shall (i) as soon as reasonably
practical incorporate in a prospectus supplement or post-effective
amendment such information as the Investor reasonably determines should be
included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the
offering of the Registrable Securities to be sold in such offering; (ii)
make all required filings of such prospectus supplement or post-effective
amendment as soon as reasonably possible after being notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration
Statement if reasonably requested by the Investor.
3.9 The Company shall use all commercially reasonable efforts to cause the
Registrable Securities covered by the applicable Registration Statement to
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be registered with or approved by such other governmental agencies or
authorities as may be necessary to facilitate the disposition of such
Registrable Securities.
3.10 The Company shall otherwise use all commercially reasonable efforts to
comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.
3.11 The Company shall take all other reasonable actions necessary to expedite
and facilitate disposition by the Investor of Registrable Securities
pursuant to the Registration Statement.
SECTION IV
OBLIGATIONS OF THE INVESTOR
4.1 At least five (5) calendar days prior to the first anticipated filing date
of the Registration Statement, the Company shall notify the Investor in
writing of the information the Company requires from the Investor for the
Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities and the Investor
agrees to furnish to the Company that information regarding itself, the
Registrable Securities and the intended method of disposition of the
Registrable Securities as shall reasonably be required to effect the
registration of such Registrable Securities and the Investor shall execute
such documents in connection with such registration as the Company may
reasonably request. The Investor covenants and agrees that, in connection
with any sale of Registrable Securities by it pursuant to the Registration
Statement, it shall comply with the "Plan of Distribution" section of the
then current prospectus relating to such Registration Statement.
4.2 The Investor, by its acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any Registration Statement
hereunder, unless the Investor has notified the Company in writing of an
election to exclude all of the Investor's Registrable Securities from such
Registration Statement.
4.3 The Investor agrees that, upon receipt of written notice from the Company
of the happening of any event of the kind described in Section 3.4 or the
first sentence of Section 3.3, the Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor's
receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3.4 or the first sentence of Section 3.3.
SECTION V
EXPENSES OF REGISTRATION
All legal expenses of the Company incurred in connection with registrations
shall be paid by the Company.
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SECTION VI
INDEMNIFICATION
In the event any Registrable Securities are included in the Registration
Statement under this Agreement:
6.1 To the fullest extent permitted by law, the Company, under this
Agreement, will, and hereby does, indemnify, hold harmless and defend the
Investor who holds Registrable Securities, the directors, officers,
partners, employees, counsel, agents, representatives of, and each Person,
if any, who controls, any Investor within the meaning of the 1933 Act or
the 1934 Act (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs,
attorneys' fees, amounts paid in settlement or expenses, joint or several
(collectively, "Claims"), incurred in investigating, preparing or defending
any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened,
whether or not an indemnified party is or may be a party thereto
("Indemnified Damages"), to which any of them may become subject insofar as
such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in the Registration
Statement or any post-effective amendment thereto, or the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which the statements therein were made, not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained
in the final prospectus (as amended or supplemented, if the Company files
any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make
the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, or (iii) any violation or
alleged violation by the Company of the 1933 Act, the 1934 Act, any other
law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations").
Subject to the restrictions set forth in Section 6.3 the Company shall
reimburse the Investor and each such controlling person, promptly as such
expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6.1: (i) shall not apply to a Claim arising out of or based upon a
Violation which is due to the inclusion in the Registration Statement of
the information furnished to the Company by any Indemnified Person
expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto; (ii) shall
not be available to the extent such Claim is based on (a) a failure of the
Investor to deliver or to cause to be delivered the prospectus made
available by the Company or (b) the Indemnified Person's use of an
incorrect prospectus despite being promptly advised in advance by the
Company in writing not to use such incorrect prospectus; (iii) any claims
based on the manner of sale of the Registrable Securities by the Investor
or of the Investor's failure to register as a dealer under applicable
securities laws; (iv) any omission of the Investor to notify the Company of
any material fact that should be stated in the Registration Statement or
prospectus relating to the Investor or the manner of sale; and (v) any
amounts paid in settlement of any Claim if such settlement is effected
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without the prior written consent of the Company, which consent shall not
be unreasonably withheld. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the resale of the Registrable
Securities by the Investor pursuant to the Registration Statemen.
6.2 In connection with any Registration Statement in which Investor is
participating, the Investor agrees to indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section 6.1,
the Company, each of its directors, each of its officers who signs the
Registration Statement, each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act and the Company's agents
(collectively and together with an Indemnified Person, an "Indemnified
Party"), against any Claim or Indemnified Damages to which any of them may
become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or are based upon any
Violation, in each case to the extent, and only to the extent, that such
Violation is due to the inclusion in the Registration Statement of the
written information furnished to the Company by the Investor expressly for
use in connection with such Registration Statement; and, subject to Section
6.3, the Investor shall reimburse any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such
Claim; provided, however, that the indemnity agreement contained in this
Section 6.2 and the agreement with respect to contribution contained in
Section 7 shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the
Investor, which consent shall not be unreasonably withheld; provided,
further, however, that the Investor shall only be liable under this Section
6.2 for that amount of a Claim or Indemnified Damages as does not exceed
the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall
remain in full force and effect regardless of any investigation made by or
on behalf of such Indemnified Party and shall survive the resale of the
Registrable Securities by the Investor pursuant to the Registration
Statement. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6.2 with respect to any
preliminary prospectus shall not inure to the benefit of any Indemnified
Party if the untrue statement or omission of material fact contained in the
preliminary prospectus were corrected on a timely basis in the prospectus,
as then amended or supplemented.
6.3 Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a
Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this
Section 6, 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
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as
the case may be; provided, however, that an Indemnified Person or
Indemnified Party shall have the right to retain its own counsel with the
fees and expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the Indemnified Person or
Indemnified Party, the representation by counsel of the Indemnified Person
or Indemnified Party and the indemnifying party would be inappropriate due
to actual or potential differing interests between such Indemnified Person
or Indemnified Party and any other party represented by such counsel in
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such proceeding. The indemnifying party shall pay for only one (1) separate
legal counsel for the Indemnified Persons or the Indemnified Parties, as
applicable, and such counsel shall be selected by the Investor, if the
Investor is entitled to indemnification hereunder, or the Company, if the
Company is entitled to indemnification hereunder, as applicable. The
Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any
such action or Claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified
Party or Indemnified Person which relates to such action or Claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person
fully apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall
be liable for any settlement of any action, claim or proceeding affected
without its written consent, provided, however, that the indemnifying party
shall not unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the consent of the Indemnified Party or
Indemnified Person, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to
such Claim. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified
Party or Indemnified Person with respect to all third parties, firms or
corporations relating to the matter for which indemnification has been
made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the Indemnified Person
or Indemnified Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action.
6.4 The indemnity agreements contained herein shall be in addition to (i)
any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.
SECTION VII
CONTRIBUTION
7.1 To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no contribution shall be made under
circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6; (ii) no
seller of Registrable Securities guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty
of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable
Securities, or, if Registrable Securities are unsold, the value of such
Registrable Securities.
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SECTION VIII
REPORTS UNDER THE 1934 ACT
8.1 With a view to making available to the Investor the benefits of Rule
144 that may at any time permit the Investor to sell securities of the
Company to the public without registration, provided that the Investor
holds any Registrable Securities that are eligible for resale under Rule
144, the Company agrees to:
a. make and keep public information available, as those terms are
understood and defined in Rule 144;
b. file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act so long
as the Company remains subject to such requirements and the filing
of such reports and other documents is required for the applicable
provisions of Rule 144; and
c. furnish to the Investor, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting
requirements of Rule 144, the 1933 Act and the 1934 Act and (ii)
such other information as may be reasonably requested to permit the
Investor to sell such securities pursuant to Rule 144 without
registration.
SECTION IX
MISCELLANEOUS
9.1 NOTICES. Any notices or other communications required or permitted to
be given under the terms of this Agreement must be in writing and will be
deemed to have been delivered (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by electronic mail (provided confirmation of
transmission is mechanically or electronically generated and kept on file
by the sending party); or (iii) one (1) day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses and email addresses for such
communications shall be:
If to the Company: Empire Global Corp.
Suite 701 - 000 Xxxxxxxx Xx. X.,
Xxxxxxx, Xxxxxxx X0X 0X0
Attn: Xxxxxxx Xxxxxxxxxx
Email: xxx.xxxx@xxxxxxxx.xxx
If to the Investor: Tangiers Investment Group, LLC
0000 Xxx Xxxxx Xxx., #X000 Xxx Xxxxx,
Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxx
Email: xxxxx@xxxxxxxxxxxxxxx.xxx
Each party shall provide five (5) business days prior written notice to the
other party of any change in address or email address.
9.2 NO WAIVERS. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.
9.3 NO ASSIGNMENTS. The rights and obligations under this Agreement shall
not be assignable.
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9.4 ENTIRE AGREEMENT/AMENDMENT. This Agreement and the Registered Offering
Transaction Documents constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement and the Registered
Offering Transaction Documents supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof. The provisions of this Agreement may be amended only
with the written consent of the Company and Investor.
9.5 HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Whenever required by the context of this Agreement, the singular shall
include the plural and masculine shall include the feminine. This Agreement
shall not be construed as if it had been prepared by one of the parties,
but rather as if all the parties had prepared the same.
9.6 COUNTERPARTS. This Agreement may be executed in any number of counterparts
and by the different signatories hereto on separate counterparts, each of
which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. This
Agreement may be executed by facsimile transmission, PDF, electronic
signature or other similar electronic means with the same force and effect
as if such signature page were an original thereof.
9.7 FURTHER ASSURANCES. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
9.8 SEVERABILITY. In case any provision of this Agreement is held by a
court of competent jurisdiction to be excessive in scope or otherwise
invalid or unenforceable, such provision shall be adjusted rather than
voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions
of this Agreement will not in any way be affected or impaired thereby.
9.9 LAW GOVERNING THIS AGREEMENT. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without
regard to principles of conflicts of laws. Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of California located
in San Diego County, California or in the federal courts located in San
Diego County, California. The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The parties executing this
Agreement and other agreements referred to herein or delivered in
connection herewith agree to submit to the in personam jurisdiction of such
courts. The prevailing party shall be entitled to recover from the other
party its reasonable attorney's fees and costs. In the event that any
provision of this Agreement or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably
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waives personal service of process and consents to process being served in
any suit, action or proceeding in connection with this Agreement or any
other Registered Offering Transaction Documents by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other
manner permitted by law.
9.10 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.
[Signature Page Follows]
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Your signature on this Signature Page evidences your agreement to be bound by
the terms and conditions of the Registration Rights Agreement as of the date
first written above. The undersigned signatory hereby certifies that he has read
and understands the Registration Rights Agreement, and the representations made
by the undersigned in this Registration Rights Agreement are true and accurate,
and agrees to be bound by its terms.
TANGIERS INVESTMENT GROUP, LLC
By: /s/ Xxxxxx Xxxxxx
_________________________________
Name: Xxxxxx Xxxxxx
Title: Managing Member
EMPIRE GLOBAL CORP.
By: /s/ Xxxxxxx Xxxxxxxxxx
_________________________________
Name: Xxxxxxx Xxxxxxxxxx
Title: Chairman and CEO
[SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]
