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EXHIBIT 4.2
ADDENDUM A
This Addendum (the "Addendum") is made effective as of the 19 day of
October, 1999, by and among each of the persons listed on Schedule 1 hereto
(each, a "New Shareholder"), eVentures Group, Inc., a Delaware corporation (the
"Company"), and other shareholders (the "Shareholders") of the Company that are
parties to that certain Registration Rights Agreement dated as of September 22,
1999 (as amended, modified, supplemented or restated, the "Agreement"), between
the Company and its shareholders.
R E C I T A L S:
A. The Company and the Shareholders entered into the Agreement to
impose certain restrictions and obligations upon themselves and the shares of
stock (the "Stock") of the Company.
B. Each New Shareholder is desirous of becoming a Shareholder of
the Company.
C. Holders of a majority of the Registrable Shares have consented
to including each New Shareholder as a "Stockholder" under the Agreement, and
each New Shareholder desires to enter into an Addendum to extend to each New
Shareholder the benefits of and obligations under the Agreement to the same
extent as if they were original parties thereto.
NOW THEREFORE, in consideration of the mutual promises of the parties,
the parties agree as follows:
1. Each New Shareholder acknowledges that he or she has read the
Agreement, which is attached hereto as Exhibit A and incorporated herein for all
purposes, and knows and understands its content.
2. Each New Shareholder shall be bound by, and shall have the
benefit of, all the terms and conditions set out in the Agreement to the same
extent as if the New Shareholder were an original party thereto, but only
effective as of the date of this Addendum Agreement.
3. This Addendum shall be attached to, be incorporated into and
become part of the Agreement.
4. Except to the extent defined in this Addendum, all defined
terms shall have the meaning set forth in the Agreement.
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SCHEDULE 1
Xxxxxxx Biersodorf
Xxxxxx Xxxxxx
Xxxxxx XxXxx
Xxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxx Xxxxxxxxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx, Xx.
Xxxxx Xxxx
Xxxxx Xxxx
Xxxxx Xxxx
HW Capital, L.P.
Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxx
Xxxxx Xxxxxxxx
Xxxx Xxxxxx
Xxxx Xxxxxxxx
Xxxxxx Xxxxxx
Xxxxxxx Xxxxx
Xxxxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxx Xxxxxx
Shackles Children Family Trust
Shackles Family Trust
Sienna Trust
Xxxxxx Xxxxxxxxx
Xxxxx Xxxxxxxx
W. Xxxxx Xxxx
Xxxxxxx Xxxxx
3
AGREED TO AND ACCEPTED
On behalf of the shareholders and the Company
COMPANY:
eVentures Group, Inc.
By: /s/ XXXXXX XXXXXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxxxxx
--------------------------------------
Title: Vice President - Business Development
--------------------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXXX XXXXXX
------------------------------
Name: Xxxxxxx Xxxxxx
-------------------------
5
IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXX X. XX XXX
------------------------------
Name: Xxxxxx X. Xx Xxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXX X. XXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------
7
IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXX XXXXXXX
------------------------------
Name: Xxxx Xxxxxxx
-------------------------
8
IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------
as natural guardian of
Xxxxxx X. Xxxxxxx, Xx.,
a minor.
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------
as natural guardian of
Xxxx Barnbridge Huffard,
a minor
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXX XXXX
------------------------------
Name: XXXXX XXXX
-------------------------
12
IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXXXX XXXXXXX
------------------------------
Name: XXXXXXXX XXXXXXX
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXX X. XXXXX
------------------------------
Name: Xxxxxx X. Xxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXX XXXXXX
------------------------------
Name: Xxxx Xxxxxx
-------------------------
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NEW SHAREHOLDER
---------------
NAME: XXXX XXXXXXXX
AGREED TO AND ACCEPTED
On behalf of the shareholders and the Company
COMPANY:
eVentures Group, Inc.
By: /s/ XXXX XXXXXXXX
-------------------
Name: Xxxx Xxxxxxxx
Title: Stockholder
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXX X. XXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------
17
IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXXX XXXXX
------------------------------
Name: Xxxxxxx Xxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXX XXXXXX
------------------------------
Name: Xxxxx Xxxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXX XXXXXX
------------------------------
Name: Xxxx Xxxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXX XXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ W. XXXXX XXXX
------------------------------
Name: W. Xxxxx Xxxx
-------------------------
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NEW SHAREHOLDER
Name: XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
AGREE TO AND ACCEPTED
On behalf of the shareholders and the Company
COMPANY:
eVentures Group, Inc.
By: /s/ XXXXXXX X. XXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxx
-----------------------------
Title:
----------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXX X. XXXXXXXXXX XX.
------------------------------
Name: Xxxxxx X. Xxxxxxxxxx Xx.
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXX XXXXXXXXX
------------------------------
Name: Xxxxxx Xxxxxxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXX XXXXXXXXX
------------------------------
Name: Xxxxxx Xxxxxxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ XXXXX XXXX
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Name: Xxxxx Xxxx
-------------------------
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IN WITNESS WHEREOF, the undersigned parties have executed this Addendum as
of the date first written above.
NEW SHAREHOLDER
/s/ [ILLEGIBLE]
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Name: IEO Investments Limited
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