REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of March 29, 2001, by and among Providence Capital IX, Inc., a
corporation duly incorporated and existing under the laws of the State of
Colorado (the "Company"), and the investor as named on the signature page
hereto (hereinafter referred to as "Investor").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Offering") of up to Ten
Million (10,000,000) shares of Common Stock Common Stock of the Company,
plus shares of Common Stock issuable upon exercise of the Warrants (as
defined below), each pursuant to that certain Investment Agreement of even
date herewith (the "Investment Agreement") between the Company and the
Investor, the Company has agreed to sell and the Investor has agreed to
purchase, from time to time as provided in the Investment Agreement, shares
of the Company's Common Stock for a maximum aggregate offering amount as
described above;
WHEREAS, pursuant to the terms of the Investment Agreement, the
Company has agreed to issue to the Investor the Commitment Warrants and, in
certain events, Additional Warrants (as defined in the Warrant Antidilution
Agreement between the Company and the Investor) to purchase a number of
shares of Common Stock, exercisable for five (5) years from their
respective dates of issuance (collectively, the "Warrants"); and
WHEREAS, pursuant to the terms of the Investment Agreement, the
Company has agreed to provide the Investor with certain registration rights
with respect to the Common Stock to be issued in the Offering and the
Common Stock issuable upon exercise of the Warrants as set forth in this
Agreement.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. CERTAIN DEFINITIONS. As used in this Agreement (including the
Recitals above), the following terms shall have the following meanings
(such meanings to be equally applicable to both singular and plural forms
of the terms defined):
"Additional Registration Statement" shall have the meaning set
forth in Section 3(b).
"Additional Warrants" shall have the meaning ascribed to it the
Warrant Antidilution Agreement between the Company and the Investor.
"Additional Warrant Shares" shall mean shares of Common Stock
issuable upon exercise of any Additional Warrant.
"Amended Registration Statement" shall have the meaning set forth
in Section 3(b).
"Business Day" shall have the meaning set forth in the Investment
Agreement.
"Closing Bid Price" shall have the meaning set forth in the
Investment Agreement.
"Commitment Warrant" shall have the meaning as set forth in the
Investment Agreement.
"Common Stock" shall mean the common stock, par value $0.01, of
the Company.
"Due Date" shall mean the date that is one hundred twenty (120)
days after the date of this Agreement.
"Effective Date" shall have the meaning set forth in Section 2.3.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.
"Filing Deadline" shall mean the date that is forty-five (45)
days after the date of a Merger (as defined in the Investment Agreement)
that is approved by Xxxxxx Private Equity, LLC.
"Ineffective Period" shall mean any period of time after the
Effective Date during the term hereof that the Registration Statement or
any Supplemental Registration Statement (each as defined herein) becomes
ineffective or unavailable for use for the sale or resale, as applicable,
of any or all of the Registrable Securities (as defined herein) for any
reason (or in the event the prospectus under either of the above is not
current and deliverable).
"Investment Agreement" shall have the meaning set forth in the
Recitals hereto.
"Investor" shall have the meaning set forth in the preamble to
this Agreement.
"Holder" shall mean Investor, and any other person or entity
owning or having the right to acquire Registrable Securities or any
permitted assignee.
"Piggyback Registration" and "Piggyback Registration Statement"
shall have the meaning set forth in Section 4.
"Put" shall have the meaning as set forth in the Investment
Agreement.
"Register," "Registered," and "Registration" shall mean and refer
to a registration effected by preparing and filing a registration statement
or similar document in compliance with the Securities Act and pursuant to
Rule 415 under the Securities Act or any successor rule, and the
declaration or ordering of effectiveness of such registration statement or
document.
"Registrable Securities" shall have the meaning set forth in
Section 2.1.
"Registration Statement" shall have the meaning set forth in
Section 2.2.
"Rule 144" shall mean Rule 144, as amended, promulgated under the
Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as
amended, together with the rules and regulations promulgated thereunder.
"Supplemental Registration Statement" shall have the meaning set
forth in Section 3(b).
"Warrants" shall have the meaning set forth in the above
Recitals.
"Warrant Shares" shall mean shares of Common Stock issuable upon
exercise of any Warrant.
2. REQUIRED REGISTRATION.
2.1 REGISTRABLE SECURITIES. "Registrable Securities" shall mean
those shares of the Common Stock of the Company together with any capital
stock issued in replacement of, in exchange for or otherwise in respect of
such Common Stock, that are: (i) issuable or issued to the Investor
pursuant to the Investment Agreement, or (ii) issuable or issued upon
exercise of the Commitment Warrants; provided, however, that
notwithstanding the above, the following shall not be considered
Registrable Securities:
(a) any Common Stock which would otherwise be deemed to be
Registrable Securities, if and to the extent that those shares of Common
Stock may be resold in a public transaction without volume limitations or
other material restrictions without registration under the Securities Act,
including without limitation, pursuant to Rule 144 under the Securities
Act; and
(b) any shares of Common Stock which have been sold in a
private transaction in which the transferor's rights under this Agreement
are not assigned.
2.2 FILING OF INITIAL REGISTRATION STATEMENT. The Company
shall, by the Filing Deadline, file a registration statement ("Registration
Statement") on Form SB-2 (or other suitable form, at the Company's
discretion, but subject to the reasonable approval of Investor), covering
the resale of a number of shares of Common Stock as Registrable Securities
equal to at least Twelve Million (12,000,000) shares of Common Stock and
shall cover, to the extent allowed by applicable law, such indeterminate
number of additional shares of Common Stock that may be issued or become
issuable as Registrable Securities by the Company pursuant to Rule 416 of
the Securities Act. In the event that the Company has not filed the
Registration Statement by the Filing Deadline, then the Company shall pay
to Investor an amount equal to $500, in cash, for each Business Day after
the Filing Deadline until such Registration Statement is filed, payable
within ten (10) Business Days following the end of each calendar month in
which such payments accrue.
2.3 Response to SEC Comments; REGISTRATION EFFECTIVE DATE. The
Company shall use its best efforts to have the Registration Statement
declared effective by the SEC (the date of such effectiveness is referred
to herein as the "Effective Date") by the Due Date. In the event that the
SEC has comments to the Registration Statement, the Company shall file a
written response to any such comments within thirty (30) days of the
Company's receipt of such comments (the "Comment Response Deadline"). In
the event that the Company has not filed a written response to any such SEC
comments by the applicable Comment Response Deadline, then the Company
shall pay to Investor an amount equal to $500, in cash, for each Business
Day after the Comment Response Deadline until such responses are provided
to the SEC in writing, payable within ten (10) Business Days following the
end of each calendar month in which such payments accrue.
2.4 SHELF REGISTRATION. The Registration Statement shall be
prepared as a "shelf" registration statement under Rule 415, and shall be
maintained effective until all Registrable Securities are resold pursuant
to the Registration Statement.
2.5 SUPPLEMENTAL REGISTRATION STATEMENT. Anytime the
Registration Statement does not cover a sufficient number of shares of
Common Stock to cover all outstanding Registrable Securities, the Company
shall promptly prepare and file with the SEC such Supplemental 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 such Registrable
Securities and shall use its best efforts to cause such Supplemental
Registration Statement to be declared effective as soon as possible.
2.6 DEMAND REGISTRATION FOR ADDITIONAL WARRANT SHARES. Anytime
that the Company has issued to the Investor Additional Warrants
representing in excess of a number of Additional Warrant Shares equal to
20% of the number of shares in the Commitment Warrant immediately following
a Merger approved by Xxxxxx Private Equity, LLC which have not yet been
registered for resale, the Company shall promptly file a registration
statement (the "Additional Warrant Registration Statement") on any suitable
form, covering the resale of all then unregistered Additional Warrant
Shares and, to the extent allowed by applicable law, such indeterminate
number of additional shares of Common Stock that may be issued or become
issuable as Registrable Securities by the Company pursuant to Rule 416 of
the Securities Act.
3. OBLIGATIONS OF THE COMPANY. Whenever required under this
Agreement to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Securities and Exchange Commission
("SEC") a Registration Statement with respect to such Registrable
Securities and use its best efforts to cause such Registration Statement to
become effective and to remain effective until the earlier of (i) the date
that all Registrable Securities are resold pursuant to such Registration
Statement, or (ii) the date that is one (1) year after the Termination Date
(as defined in the Investment Agreement).
(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 ("Amended Registration
Statement") or prepare and file any additional registration statement
("Additional Registration Statement," together with the Amended
Registration Statement, "Supplemental Registration Statements") as may be
necessary to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such Supplemental
Registration Statements or such prior registration statement and to cover
the resale of all Registrable Securities.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus (if applicable), in
conformity with the requirements of the Securities Act, and such other
documents as they 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 the jurisdictions in which the Holders are located, or such
other jurisdictions as shall be reasonably requested by the Holders of the
Registrable Securities covered by such Registration Statement and of all
other jurisdictions where legally required, 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) [Intentionally Left Blank].
(f) As promptly as practicable after becoming aware of such
event, notify each Holder of Registrable Securities of the happening of any
event of which the Company has knowledge, 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 omits 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, use its best efforts promptly to prepare a supplement
or amendment to the Registration Statement to correct such untrue statement
or omission, and deliver a number of copies of such supplement or amendment
to each Holder as such Holder may reasonably request.
(g) Provide Holders with notice of the date that a Registration
Statement or any Supplemental Registration Statement registering the resale
of the Registrable Securities is declared effective by the SEC, and the
date or dates when the Registration Statement is no longer effective.
(h) Provide Holders and their representatives the opportunity
and a reasonable amount of time, based upon reasonable notice delivered by
the Company, to conduct a reasonable due diligence inquiry of Company's
pertinent financial and other records and make available its officers and
directors for questions regarding such information as it relates to
information contained in the Registration Statement.
(i) Provide Holders and their representatives the opportunity to
review the Registration Statement and all amendments or supplements thereto
prior to their filing with the SEC by giving the Holder at least five (5)
business days advance written notice prior to such filing.
(j) Provide each Holder with prompt notice of the issuance by
the SEC or any state securities commission or agency of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceeding for such purpose. The Company shall use its
best efforts to prevent the issuance of any stop order and, if any is
issued, to obtain the removal thereof at the earliest possible date.
(k) Use its best efforts to list the Registrable Securities
covered by the Registration Statement with all securities exchanges or
markets on which the Common Stock is then listed and prepare and file any
required filing with the NASD, American Stock Exchange, NYSE and any other
exchange or market on which the Common Stock is listed.
4. INEFFECTIVE PERIOD.
(a) INEFFECTIVE PERIOD PAYMENT. Within five (5) Business Days
after the last day of any Ineffective Period, the Company will pay to the
Investor in cash ("Ineffective Period Payments"), as liquidated damages for
such suspension and not as a penalty, an amount equal to the number of
shares of Common Stock issued to the Investor in any Put with a Pricing
Period End Date (as defined in the Investment Agreement) that is thirty
(30) business days or less prior to the date that the Ineffective Period
commences, multiplied by the difference of:
(i) the highest closing price of the Company's Common Stock
for any trading day during the Ineffective Period,
minus
(ii) the lowest closing price of the Company's Common Stock
for the five (5) trading days including and immediately following
the last trading day of such Ineffective Period.
(b) LIQUIDATED DAMAGES. The parties hereto acknowledge and agree
that the sums payable as Ineffective Period Payments shall give rise to
liquidated damages and not penalties. The parties further acknowledge that
(i) the amount of loss or damages likely to be incurred by the Holder is
incapable or is difficult to precisely estimate, (ii) the amounts specified
bear a reasonable proportion and are not plainly or grossly
disproportionate to the probable loss likely to be incurred by the
Investor, and (iii) the parties are sophisticated business parties and have
been represented by sophisticated and able legal and financial counsel and
negotiated this Agreement at arm's length.
5. PIGGYBACK REGISTRATION. If anytime prior to the date that the
Registration Statement is declared effective or during any Ineffective
Period (as defined in the Investment Agreement) the Company proposes to
register (including for this purpose a registration effected by the Company
for shareholders other than the Holders) any of its Common Stock under the
Securities Act in connection with the public offering of such securities
solely for cash (other than a registration relating solely for the sale of
securities to participants in a Company stock plan or a registration on
Form S-4 promulgated under the Securities Act or any successor or similar
form registering stock issuable upon a reclassification, upon a business
combination involving an exchange of securities or upon an exchange offer
for securities of the issuer or another entity), the Company shall, at such
time, promptly give each Holder written notice of such registration (a
"Piggyback Registration Statement"). Upon the written request of each
Holder given by fax within ten (10) days after mailing of such notice by
the Company, the Company shall cause to be included in such registration
statement under the Securities Act all of the Registrable Securities that
each such Holder has requested to be registered ("Piggyback Registration")
and all of the Additional Warrant Shares that are then unregistered, in
each case to the extent such inclusion does not violate the registration
rights of any other security holder of the company granted prior to the
date hereof; provided, however, that nothing herein shall prevent the
Company from withdrawing or abandoning such registration statement prior to
its effectiveness.
6. LIMITATION ON OBLIGATIONS TO REGISTER UNDER A PIGGYBACK
REGISTRATION. In the case of a Piggyback Registration pursuant to an
underwritten public offering by the Company, if the managing underwriter
determines and advises in writing that the inclusion in the related
Piggyback Registration Statement of all Registrable Securities proposed to
be included would interfere with the successful marketing of the securities
proposed to be registered by the Company, then the number of such
Registrable Securities to be included in such Piggyback Registration
Statement, to the extent any such Registrable Securities may be included in
such Piggyback Registration Statement, shall be allocated among all Holders
who had requested Piggyback Registration pursuant to the terms hereof, in
the proportion that the number of Registrable Securities which each such
Holder seeks to register bears to the total number of Registrable
Securities sought to be included by all Holders. If required by the
managing underwriter of such an underwritten public offering, the Holders
shall enter into an agreement limiting the number of Registrable Securities
to be included in such Piggyback Registration Statement and the terms, if
any, regarding the future sale of such Registrable Securities.
7. DISPUTE AS TO REGISTRABLE SECURITIES. In the event the Company
believes that shares sought to be registered under Section 2 or Section 5
by Holders do not constitute "Registrable Securities" by virtue of Section
2.1 of this Agreement, and the status of those shares as Registrable
Securities is disputed, the Company shall provide, at its expense, an
Opinion of Counsel, reasonably acceptable to the Holders of the Securities
at issue (and satisfactory to the Company's transfer agent to permit the
sale and transfer), that those securities may be sold immediately, without
volume limitation or other material restrictions, without registration
under the Securities Act, by virtue of Rule 144 or similar provisions.
8. FURNISH INFORMATION. At the Company's request, each Holder shall
furnish to the Company such information regarding Holder, the Registrable
Securities held by it, and the intended method of disposition of such
securities to the extent required to effect the registration of its
Registrable Securities or to determine that registration is not required
pursuant to Rule 144 or other applicable provision of the Securities Act.
The Company shall include all information provided by such Holder pursuant
hereto in the Registration Statement, substantially in the form supplied,
except to the extent such information is not permitted by law.
9. EXPENSES. All expenses, other than commissions and fees and
expenses of counsel to the selling Holders, incurred in connection with
registrations, filings or qualifications pursuant hereto, including
(without limitation) all registration, filing and qualification fees,
printers' and accounting fees, fees and disbursements of counsel for the
Company, shall be borne by the Company.
10. INDEMNIFICATION. 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 each Holder, the officers, directors, partners, legal
counsel, and accountants of each Holder, any underwriter (as defined in the
Securities Act, or as deemed by the Securities Exchange Commission, or as
indicated in a registration statement) for such Holder and each person, if
any, who controls such Holder or underwriter within the meaning of Section
15 of the Securities Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Securities Act, the Exchange 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 or omissions: (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, or (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, 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 subsection 10(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 in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by any
such Holder, officer, director, underwriter or controlling person; provided
however, that the above shall not relieve the Company from any other
liabilities which it might otherwise have.
(b) Promptly after receipt by an indemnified party under this
Section 10 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 10,
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 reasonably incurred fees and expenses of one such counsel 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 conflicting 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 10, 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 10.
(c) To the extent that the foregoing undertaking by the Company
may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which it would be required to make if such foregoing
undertaking was enforceable which is permissible under applicable law.
(d) The obligations of the Company and Holders under this
Section 10 shall survive the resale, if any, of the Common Stock, the
completion of any offering of Registrable Securities in a Registration
Statement under this Agreement, and otherwise.
11. REPORTS UNDER EXCHANGE ACT. With a view to making available to
the Holders the benefits of Rule 144 promulgated under the Securities Act
and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without
registration, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144; and
(b) use its best efforts to file with the SEC in a timely manner
all reports and other documents required of the Company under the
Securities Act and the Exchange Act.
12. AMENDMENTS TO REGISTRATION RIGHTS. Any provision of this
Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the
written consent of each Holder affected thereby. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each
Holder, each future Holder, and the Company. The Company will provide the
Investor five (5) business days notice prior to filing any amendment to the
Registration Statement or any amendment or supplement to the Prospectus and
shall give the Investor the opportunity to review and comment on any such
amendment or supplement. Failure of the Investor to comment within five
(5) business days shall not preclude the Company from filing such amendment
or supplement after such notice period has expired.
13. NOTICES. All notices required or permitted under this Agreement
shall be made in writing signed by the party making the same, shall specify
the section under this Agreement pursuant to which it is given, and shall
be addressed if to (i) the Company at: Providence Capital IX, Inc., 0000
Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxx, XX 00000; Telephone: (000) 000-0000,
Facsimile: (000) 000-0000 (or at such other location as directed by the
Company in writing) and (ii) the Holders at their respective last address
as the party as shown on the records of the Company. Any notice, except as
otherwise provided in this Agreement, shall be made by fax and shall be
deemed given at the time of transmission of the fax.
14. TERMINATION. This Agreement shall terminate on the date all
Registrable Securities cease to exist (as that term is defined in Section
2.1 hereof); but without prejudice to (i) the parties' rights and
obligations arising from breaches of this Agreement occurring prior to such
termination (ii) other indemnification obligations under this Agreement.
15. ASSIGNMENT. No assignment, transfer or delegation, whether by
operation of law or otherwise, of any rights or obligations under this
Agreement by the Company or any Holder, respectively, shall be made without
the prior written consent of the majority in interest of the Holders or the
Company, respectively; provided that the rights of a Holder may be
transferred to a subsequent holder of the Holder's Registrable Securities
(provided such transferee shall provide to the Company, together with or
prior to such transferee's request to have such Registrable Securities
included in a Registration, a writing executed by such transferee agreeing
to be bound as a Holder by the terms of this Agreement), and the Company
hereby agrees to file an amended registration statement including such
transferee as a selling security holder thereunder; and provided further
that the Company may transfer its rights and obligations under this
Agreement to a purchaser of all or a substantial portion of its business if
the obligations of the Company under this Agreement are assumed in
connection with such transfer, either by merger or other operation of law
(which may include without limitation a transaction whereby the Registrable
Securities are converted into securities of the successor in interest) or
by specific assumption executed by the transferee.
16. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia applicable to
agreements made in and wholly to be performed in that jurisdiction, except
for matters arising under the Securities Act or the Exchange Act, which
matters shall be construed and interpreted in accordance with such laws.
Any dispute arising out of or relating to this Agreement or the breach,
termination or validity hereof shall be finally settled by the federal or
state courts located in XXXXXX COUNTY, GEORGIA.
17. EXECUTION IN COUNTERPARTS PERMITTED. This Agreement may be
executed in any number of counterparts, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which
together shall constitute one (1) instrument.
18. SPECIFIC PERFORMANCE. The Holder shall be entitled to the remedy
of specific performance in the event of the Company's breach of this
Agreement, the parties agreeing that a remedy at law would be inadequate.
19. INDEMNITY. Each party shall indemnify each other party against
any and all claims, damages (including reasonable attorney's fees), and
expenses arising out of the first party's breach of any of the terms of
this Agreement.
20. ENTIRE AGREEMENT; WRITTEN AMENDMENTS REQUIRED. This Agreement,
including the Exhibits attached hereto, the Investment Agreement, the
Common Stock certificates, and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between
the parties with regard to the subjects hereof and thereof, and no party
shall be liable or bound to any other party in any manner by any
warranties, representations or covenants except as specifically set forth
herein or therein. Except as expressly provided herein,
[INTENTIONALLY LEFT BLANK]
neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the
party against whom enforcement of any such amendment, waiver, discharge or
termination is sought.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
this 29th day of MARCH, 2001.
PROVIDENCE CAPITAL IX, INC.
By:
Xxxxxxx Xxxxxx, Jr., President
Address: 0000 Xxxxx Xxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
INVESTOR:
XXXXXX PRIVATE EQUITY, LLC.
By: ________________________________
Xxxx X. Xxxxxx, Manager
Address: 000 Xxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
