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EXHIBIT 10.33
UOL PUBLISHING, INC.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement")
is dated this 29th day of June 1998 by and among UOL Publishing, Inc., a
Delaware corporation (the "Company"), the Series C Holders (as defined below)
and the Series D Holders (as defined below). The Series C Holders and Series D
Holders are collectively referred to hereinafter as the "Investors," and each
individually as an "Investor."
WHEREAS, the Company and the holders of Series C Convertible Preferred
Stock, par value $.01 per share (the "Series C Stock") and certain warrants (the
"Warrants") to purchase shares of the Company's Common Stock (the "Series C
Holders") are parties to a Series C Preferred Stock and Warrant Purchase
Agreement dated March 27, 1998 (the "Series C Purchase Agreement"); and
WHEREAS, pursuant to the terms of the Series C Purchase Agreement, the
Company and the Series C Holders entered into that certain Registration Rights
Agreement dated March 31, 1998 (the "Original Rights Agreement"); and
WHEREAS, pursuant to the terms of a Series D Preferred Stock Purchase
Agreement dated as of the date hereof by and among the holders (the "Series D
Holders") of Series D Convertible Preferred Stock, par value $.01 per share (the
"Series D Stock"), the Company now desires to issue to the Series D Holders
shares of the Company's Series D Stock, which will be convertible into shares of
the Company's Common Stock (such shares of Common Stock issuable upon conversion
of the Series D Stock, together with the shares of Common Stock issuable upon
conversion of the Series C Stock and shares of Common Stock issuable upon
exercise of the Warrants being sometimes collectively referred to herein as the
"Shares"); and
WHEREAS, Section 10(h) of the Original Rights Agreement provides that such
agreement may be amended with the written consent of the Company and the holders
of not less than 50% of the Shares (as defined therein) affected thereby; and
WHEREAS, to induce certain of the Investors to purchase Series D Stock,
the Company desires to amend and restate in its entirety the Original Rights
Agreement in order to add the Series D Holders as parties and to grant
registration rights to the Series D Holders as hereinafter provided in this
Agreement.
NOW, THEREFORE, in consideration of the mutual premises, representations,
warranties, covenants and conditions set forth in this Agreement, the parties to
this Agreement mutually agree as follows:
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1. Demand Registration Rights. At any time on or after the date
hereof, but not more than once, the holders of Shares that have not had their
registration rights hereunder lapse as set forth in Section 9 hereof (the
"Registrable Securities") representing not less than 33 1/3% of the Registrable
Securities may deliver to the Company one written demand that the Company effect
a registration under the Securities Act of at least the greater of 30% of the
Registrable Securities or Registrable Securities with an aggregate price to the
public of not less than $2,000,000.00 for the purpose of sale in the manner
specified in such demand. Such demand shall also specify the number of
Registrable Securities that such holders wish to have so registered. The Company
shall, within 10 days of receipt of such demand, give written notice to all
other holders of Registrable Securities of such demand. Any such holder may,
within 30 days of its receipt of such notice from the Company, give a written
notice (the "Inclusion Notice") to the Company specifying the number of
Registrable Securities which such holder wishes to include in such registration.
The Company shall prepare and file a registration statement on any available
form of registration statement, for the public sale of the Registrable
Securities that are identified in and in accordance with the demand and all
Inclusion Notices as soon as practicable; provided, however, that if the Company
shall furnish to the holders of Registrable Securities (the "Holders") a
certificate signed by the Chairman or President 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 for a registration statement to be filed,
then the Company's obligation to file a registration statement shall be deferred
once for a reasonable period not to exceed 180 days from the date of such
request. Upon written notice from the Company to the Holders delivered within 30
days of a demand to register Registrable Securities under this Section 1, the
Holders' right to demand registration pursuant to this Section 1 shall be
suspended during the period commencing 90 days before the date estimated in
writing by the Company to be the date of filing of a registration statement, and
ending six months following the effective date (or withdrawal date) of a
registration statement, for an underwritten public offering of the Common Stock.
All Holders proposing to distribute securities through any such
registration shall enter into an underwriting agreement with the managing or
lead managing underwriter in the form customarily used by such underwriter with
such changes thereto as the parties thereto shall agree. If any Holder
disapproves of the terms of any such underwriting, it may elect to withdraw
therefrom by written notice to the Company and the managing or lead managing
underwriter. Any Registrable Securities so withdrawn from such underwriting
shall be withdrawn from such registration.
Whenever a registration is demanded pursuant to this Section 1, unless a
managing or lead managing underwriter objects thereto, the Company may include
in such registration securities for offering by the Company and any other holder
of securities, it being understood, however, that the Company's and such other
holder's right of inclusion in such registration shall be subordinate to, and
not pari passu with, the rights of the Holder who delivers such demand or
deliver to the Company Inclusion Notices under this Section 1.
If the managing underwriter thereof determines that the total number of
shares of the Common Stock to be sold in such offering shall be limited due to
market conditions or otherwise, the reduction in the total number of shares
offered shall be made by first excluding any shares of
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selling stockholders who are not holders of contractual rights to have such
shares registered under the Securities Act, then, if necessary, by reducing the
total number of shares to be sold by the Company, and then, if necessary, by
excluding pro rata (based on the number of Registrable Securities held) the
Registrable Securities to be sold by the Holders demanding such registration.
2. Incidental Registration. If the Company at any time proposes to
register any of its securities under the Securities Act (other than a
registration effected on either Form S-4 or Form S-8) for the purpose of selling
such securities to the public whether for its own account or for the account of
any of its security holders or both, the Company shall each such time give
written notice to the Holders of its intention so to do. Upon the written
request by Holders given within 15 days after such notice (which request shall
state the number of Registrable Securities to be disposed of), the Company will
use reasonable efforts to cause promptly all Registrable Securities of which
registration is requested to be registered or qualified under the Securities Act
or any other applicable federal or state law or regulation so as to permit the
sale or other disposition thereof in accordance with the Holders' written
request. The Company will keep effective and maintain any registration or
qualification specified in this Section 2 for such period (not exceeding 120
days) as may be reasonably necessary to effect such sale or disposition in
accordance with the Holders' written request. If the registration is to be
effected in connection with an underwritten offering,
(i) the Holders participating in such registration shall be
required to sell through the underwriter;
(ii) the Holders participating in such registration (together with
the Company) shall enter into an underwriting agreement with the managing
underwriter in the form customarily used by such underwriter; and
(iii) if the managing underwriter thereof determines that the total
number of shares of the Common Stock to be sold in such offering should be
limited due to market conditions or otherwise, the reduction in the total
number of shares offered shall be made by first excluding any shares of
selling stockholders who are not holders of contractual rights to have
such shares registered under the Securities Act, and then, if necessary,
by excluding pro rata (based on the number of securities requested to be
included in such registration) the shares to be sold by the Holders and
other securityholders of the Company with similar rights, before any
reduction is made in the total number of shares to be sold pursuant
thereto by the Company.
3. Registration Statement Information Relating to Holders. The Holders
shall promptly upon receipt of written request provide the Company or any
underwriter or counsel participating or otherwise involved in such registration
with any information relating to the Holders or the Registrable Securities that
is reasonably required to be included in the registration statement or the
prospectus, or any amendment thereof, relating to such offering or required to
cause the registration to be declared and remain effective. Such information
shall be submitted in writing, signed by the applicable Holders, or a duly
authorized representative or agent thereof, and shall state that the information
is submitted specifically for the purpose of inclusion in the
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registration statement, prospectus, offering circular or other document related
to the registration or qualification of the Registrable Securities pursuant to
Section 1 or 2. If the Holders shall fail at least one week prior to
effectiveness of the Registration Statement to provide such information, the
Company may exclude from such registration the Registrable Securities requested
by the Holders to be included therein.
4. Registration Procedures. If and whenever the Company is required
to effect the registration of any Shares pursuant to Section 1 or 2, the
Company will:
(a) prepare and file with the Securities and Exchange Commission
(the "Commission") a registration statement with respect to such Registrable
Securities and use reasonable efforts to cause such registration statement to
become and remain effective as provided herein; provided, however, that in
connection with any proposed registration intended to permit an offering of any
securities from time to time (i.e., a so-called "shelf registration"), the
Company shall in no event be obligated to cause any such registration to remain
effective for more than 120 days;
(b) immediately notify each Holder who has included Registrable
Securities in the registration, 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 the registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing, and if it is necessary, in the opinion of counsel to the Company,
to prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and current and to
comply with the provisions of the Securities Act with respect to the sale or
other disposition of all shares covered by such registration statement,
including such amendments and supplements as may be necessary to reflect the
intended method of disposition from time to time of the Holders if the
registration is effected in connection with an offering which is not
underwritten, but in no event for more than (i) 120 days after the effective
date of a registration that is not underwritten or that is underwritten on a
best efforts basis, or (ii) for as long a period as is customary and is required
by the underwriter in the case of a firmly underwritten offering;
(c) furnish to the Holders such number of copies of a prospectus,
including a preliminary prospectus and any amendments and any supplements
thereto, in conformity with the requirements of the Securities Act, as the
Holders may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by the Holders;
(d) use reasonable efforts to register or qualify the Registrable
Securities covered by such registration statement under such other securities or
blue sky or other applicable laws of such jurisdictions within the United States
as the Holders shall reasonably request to enable the Holders to consummate the
public sale or other disposition in such jurisdictions of the Registrable
Securities owned by the Holders, except that the Company shall not for any such
purpose be required (i) to qualify generally to do business as a foreign
corporation in any
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jurisdiction in which it would not be required to so qualify but for such
registration or qualification, (ii) to subject itself to taxation in any such
jurisdiction, or (iii) to consent to general service of process in any such
jurisdiction;
(e) use its best efforts to furnish to each Holder who has
included Registrable Securities in the registration a signed counterpart,
addressed to such Holder, of (i) an opinion of counsel for the Company, dated
the date of the closing under the underwriting agreement, and (ii) a "cold
comfort" letter signed by the independent public accountants who have issued a
report on the Company's financial statements included in such registration
statement dated the date of effectiveness of the registration statement and the
date of the closing under the underwriting agreement, covering substantially the
same matters with respect to such registration statement (and the prospectus
included therein) and, in the case of such accountants' letters, with respect to
events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities and, in the case of
the accountants' letters, such other financial matters as such Holders may
reasonably request;
(f) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least 12 months, beginning with the first month of the first fiscal
quarter after the effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act;
(g) use its best efforts to list such Registrable Securities on
each securities exchange or over-the-counter market on which shares of Common
Stock are then listed, if such Registrable Securities are not already so listed
and if such listing is then permitted under the rules of such exchange and, if
shares of Common Stock are not then listed on a securities exchange or
over-the-counter market, to use its best efforts to cause such Registrable
Securities to be listed on such securities exchange or over-the-counter market
as the managing or lead managing underwriter shall reasonably request;
(h) use its best efforts to provide a transfer agent and
registrar for such Registrable Securities not later than the effective date of
such registration statement; and
(i) issue to any underwriter to which any Holder may sell such
Registrable Securities in connection with any such registration (and to any
direct or indirect transferee of any such underwriter) certificates evidencing
such Registrable Securities without restrictive legends.
If requested by the managing or lead managing underwriter for any
underwritten offering that includes any Registrable Securities, the Company will
enter into an underwriting agreement with the underwriters of such offering,
such agreement to contain such representations and warranties by the Company and
such other terms and conditions as are contained in underwriting agreements
customarily used by such managing or lead managing underwriter with such changes
as the parties thereto shall agree, including, without limitation, provisions
relating to indemnification and contribution in lieu thereof.
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During the effective period of any registration statement covering
Registrable Securities, the Holders will not effect sales thereof after receipt
of telegraphic or written notice from the Company to suspend sales to permit the
Company to correct or update a registration statement or prospectus until the
Holders receive written notice from the Company that the registration statement
or prospectus has been corrected or updated.
At the end of the effective period of any registration statement covering
any Registrable Securities, the Holders shall discontinue sales of shares
pursuant to such registration statement upon receipt of notice from the Company
of its intention to remove from registration the shares covered by such
registration statement which remain unsold, and the Holders shall notify the
Company of the number of shares registered which remain unsold immediately upon
receipt of such notice from the Company.
5. Expenses of Registration. Subject to the requirements of otherwise
applicable state blue sky laws, all expenses incurred in effecting registration
of any Registrable Securities pursuant to Section 1 or 2, including without
limitation, all registration, qualification and filing fees, printing expenses,
expenses of compliance with blue sky laws, reasonable fees and disbursements of
counsel for the Company, and of one counsel to represent all of the
participating securityholders requesting registration and expenses of any audits
incidental to or required by any such registration, shall be borne by the
Company, provided that the commissions and discounts of the underwriters
applicable to the Registrable Securities shall be borne by the Holders whose
Registrable Securities are being registered pursuant to such registration, pro
rata according to the value of their Registrable Securities sold under such
registration.
6. Indemnification.
(a) The Company will indemnify each Holder joining in a
registration and each underwriter and selling broker for such Holder and each
officer and director of the Holder and each person, if any, who controls any
such Holder or any such underwriter or broker within the meaning of Section 15
of the Securities Act, against all claims, losses, damages, expenses and
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, arising out
of or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any preliminary prospectus or amended preliminary prospectus
or in the prospectus, offering circular or other document incident to any
registration, qualification or compliance (or in any related registration
statement, notification or the like) as such may be amended or supplemented from
time to time or any omission (or alleged omission) to state therein 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, or any
violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder or any state securities laws or regulations applicable to
the Company in connection with any such registration, qualification or
compliance, and will reimburse each such Holder and each such underwriter,
broker and controlling person for any legal and any other expenses reasonably
incurred, as such expenses are incurred, in connection with investigating or
defending any such claim, loss, damage, liability or action; provided, however,
that the Company will not
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be liable in any such case to the extent that any such claim, loss, damage or
liability arises out of or is based on any untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company in an instrument executed by such Holder or underwriter for the Holder
or any representative of such Holder or underwriter for the Holder and stated to
be specifically for use therein.
(b) Each Holder joining in a registration will indemnify the
Company and its officers and directors, each person, if any, who controls any
thereof within the meaning of Section 15 of the Securities Act and their
respective successors and any underwriter for the Company for such registration
and each other Holder against all claims, losses, damages, expenses and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any preliminary prospectus or amended prospectus or in the prospectus, offering
circular or other document incident to any registration statement, qualification
or compliance (or in any related registration statement, notification or the
like) as such may be amended or supplemented from time to time or any omission
(or alleged omission) to state therein 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, and will reimburse the
Company and each other person indemnified pursuant to this paragraph (b) for any
legal and any other expenses reasonably incurred, as such expenses are incurred,
in connection with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that this paragraph (b) shall apply only
if (and only to the extent that) such statement or omission was made in reliance
upon and in conformity with written information (including, without limitation,
written negative responses to inquiries) furnished to the Company specifically
for inclusion in the prospectus, offering circular, or other document incident
to the registration statement by an instrument duly executed by such Holder or
its representatives, and as to which the Company had no actual knowledge.
Notwithstanding the foregoing, the liability of each Holder under this paragraph
(b) shall be limited to an amount equal to the aggregate proceeds received by
such Holder from the sale of its shares in such registration, unless such
liability arises out of or is based on willful conduct by such Holder.
(c) Each party entitled to indemnification hereunder (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party (at its expense) to assume the defense of any
claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be satisfactory to the Indemnified Party, and the Indemnified Party may
participate in such defense at such party's expense, and provided, further, that
the omission by any Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under this Section 6
except to the extent that the omission results from a failure of actual notice
to the Indemnifying Party by the Indemnified Party and such Indemnifying Party
is damaged solely as a result of the failure to give notice; and provided
further, however, that the Indemnifying Party shall not be entitled to assume
the defense for matters as to which there is, in the opinion of counsel to the
Indemnified Party, a conflict of interest or separate and different defenses. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to
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entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation.
(d) The payments with respect to any indemnity required by this
Section 6 shall be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred,
upon submission of supporting invoices or other claims for payment, including
any calculations necessary to pro-rate any amounts payable pursuant to the
indemnity.
7. Contribution.
(a) If the indemnification provided for in Section 6 hereof is
unavailable to the Indemnified Parties in respect of any losses, claims,
damages, liabilities or expenses (or actions in respect thereof) referred to
therein, then each such Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and the
Indemnified Party on the other in connection with the statement or omission
which resulted in such losses, claims, damages, liabilities or expenses (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue statement (or alleged untrue statement) of a
material fact or the omission (or alleged omission) to state a material fact
relates to information supplied by the Indemnifying Party or the Indemnified
Party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each Investor agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above. The amount paid or payable by an Indemnified
Party as a result of the losses, claims, damages, liabilities or expenses (or
actions in respect thereof) referred to above in this Section 7 or in Section 6
shall be deemed to include any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim.
(b) Notwithstanding anything to the contrary contained herein,
the obligation of each Holder to contribute pursuant to this Section 7 is
several and not joint and no Holder shall be required to contribute any amount
in excess of the amount by which the total price at which the shares of such
Holder were offered to the public exceeds the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue statement
(or alleged untrue statement) or omission (or alleged omission).
(c) No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
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8. Rule 144 Requirements. The Company shall make whatever filings
with the Commission or otherwise and undertake to make publicly available and
available to the Holder, pursuant to Rule 144 of the Commission under the
Securities Act (or any successor rule or regulation), such information as is
necessary to enable the Holder to make sales of Registrable Securities pursuant
to that Rule. The Company shall furnish to the Holder, upon request, a written
statement executed by the Company as to the steps it has taken to comply with
the current public information requirements of Rule 144.
9. Survival and Termination of Rights. The agreements and covenants
contained in this Agreement shall be continuing and shall survive any conversion
of any shares of the Series C Stock, Series D Stock or exercise of the Warrants.
However, the rights of any particular Holder to cause the Company to register
its Registrable Securities hereunder shall terminate with respect to such
securities and such securities shall no longer be deemed to be Registrable
Securities following a public sale of such Registrable Securities under the
Securities Act or at such time as such Holder is able to dispose of all of its
Registrable Securities in one three-month period pursuant to the provisions of
Rule 144(k).
10. Miscellaneous.
(a) Entire Agreement. This Agreement and the documents referred
to herein constitute the entire agreement between the parties with respect to
the subject matter hereof, 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. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any third party any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
(b) Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied to agreements among
Delaware residents made and to be performed entirely within the State of
Delaware.
(c) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) Headings. The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.
(e) Notices. Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon
personal delivery or delivery by telecopier or five days after deposit with the
United States postal authorities, by first-class mail, postage prepaid,
addressed (i) if to the Company, at:
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UOL Publishing, Inc.
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
XxXxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
With a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP
0000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
or at such other address as the Company shall have furnished to the Investors in
writing, and (ii) if to an Investor, at such Investor's address as is set forth
on the books and records of the Company.
(f) Severability. Any invalidity, illegality or limitation of
the enforceability with respect to any Investor of any one or more of the
provisions of this Agreement, or any part thereof, whether arising by reason of
the law of any such Investor's domicile or otherwise, shall in no way affect or
impair the validity, legality or enforceability of this Agreement with respect
to other Investors. In case any provision of this Agreement shall be invalid,
illegal or unenforceable, it shall to the extent practicable, be modified so as
to make it valid, legal and enforceable and to retain as nearly as practicable
the intent of the parties, and the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
(g) Delays or Omissions. No delay or omission to exercise any
right, power or remedy accruing to the Company or any Investor upon any breach,
default or noncompliance of any Investor, or the Company 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 the part of the Company or the Investors of any breach,
default or noncompliance under this Agreement or any waiver on the Company's or
the Investors' 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 and that all remedies, either under this Agreement, by law, or otherwise
afforded to the Company and the Investors, shall be cumulative and not
alternative.
(h) Amendments and Waivers. No term of this Agreement may be
amended, nor may the observance of any terms of this Agreement be waived (either
generally or in a particular instance and either retroactively or
prospectively), without the written consent of the Company and the holders of
not less than 50% of the Shares that are still Registrable Securities.
(i) Authorization. Each of the parties to this Agreement
represents that this Agreement has been duly authorized, executed and delivered
by such party and constitutes the
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legal, valid and binding obligation of such party enforceable against it in
accordance with its terms.
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IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Registration Rights Agreement effective as of the date set forth above.
COMPANY UOL PUBLISHING, INC.
By: (SEAL)
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Title:
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INVESTORS ------------------------------------
By: (SEAL)
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Title:
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