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EXHIBIT 5
REGISTRATION RIGHTS AGREEMENT dated as of August 5, 1999 (this
"Agreement") between Capita Research Group, Inc., a Nevada corporation (the
"Corporation"), and Xxx Xxxxx (the "Stockholder").
W I T N E S S E T H:
WHEREAS, the Corporation desires to provide the Stockholder with
certain registration rights and the parties wish to make the representations
and enter into the covenants set forth herein.
NOW, THEREFORE, in consideration of the mutual benefits to be derived
and the conditions and promises herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Registration of Common Stock. (a) In the event that, at any time,
the Corporation proposes to register the sale of any shares of its common
stock, $.001 par value, ("Common Stock") to be issued by the Corporation or
sold by any holder of shares of Common Stock (the "Registration Shares") under
the Securities Act of 1933, as amended (the "Securities Act"), other than
pursuant to a registration statement on Forms S-4 or S-8, or any successor to
such Forms, for the purpose of the issuance, sale or other transfer of the
Registration Shares by the Corporation or such holder, the Corporation shall
mail or deliver to the Stockholder at least 25 days prior to the filing of the
registration statement covering such Registration Shares, a written notice (a
"Registration Notice") of its intention so to register the Registration Shares,
and specifying the date by which the Supplemental Notice referred to in Section
1(b) below must be returned to the Corporation.
(b) In the event that a Registration Notice shall have been so mailed
or delivered, the Stockholder, at such person's election, may mail or deliver
to the Corporation a written notice (a "Supplemental Notice") (i) specifying
the number of shares of Common Stock ("Supplemental Registration Shares")
issued or issuable upon the exercise of Warrants and/or the conversion of, or
as interest upon, that certain Convertible Promissory Note, in each case
acquired by the Stockholder pursuant to the Loan Agreement dated as of the date
hereof between the Corporation and the Stockholder, proposed to be sold or
otherwise transferred by the Stockholder, (ii) describing the proposed manner
of sale or other transfer thereof and (iii) requesting the registration thereof
under the Securities Act; provided, however, that such Supplemental Notice
shall be so mailed or delivered by the Stockholder not more than 15 days after
the date of the Registration Notice.
(c) From and after receipt of a Supplemental Notice, the Corporation
shall, subject to the prior sale or other transfer of some or all of such
Registration Shares, use its reasonable best efforts to cause the Supplemental
Registration Shares specified in such Supplemental Notice to be registered
under the Securities Act and to effect and to comply with all such regulatory
qualifications and requirements as may be necessary to permit the sale or other
transfer of such Supplemental Registration Shares in the manner described in
such Supplemental Notice, including, without limitation, qualifications under
applicable blue sky or other state
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securities laws (provided that the Corporation shall not be required in
connection therewith to qualify as a foreign corporation or to execute a
general consent to service of process in any jurisdiction); provided, however,
that (i) if in the case of an underwritten public offering of the Registration
Shares the managing underwriter shall advise the Corporation that the inclusion
of some or all of such Supplemental Registration Shares would, in such managing
underwriter's judgment, materially interfere with the proposed distribution of
the Registration Shares, then the Corporation may, upon written notice to the
Stockholder, reduce or eliminate the Supplemental Registration Shares otherwise
to be included in the registration statement (if and to the extent such
reduction or elimination is indicated by such managing underwriter as necessary
to eliminate such interference), (ii) if any firm of counsel representing the
Corporation in connection with such registration or representing the
Stockholder that is reasonably satisfactory to the Corporation shall advise the
Corporation and the Stockholder in writing that in its opinion the registration
under the Securities Act contemplated hereby is not necessary to permit the
sale of the Supplemental Registration Shares in the intended method of
disposition by the Stockholder, then the Corporation shall not be required to
take any action with respect to such registration or other steps contemplated
hereby and (iii) the Corporation shall have the right to delay or abandon such
registration at any time in the event that the Board of Directors of the
Corporation determines in good faith that such delay or abandonment is in the
best interest of the Corporation.
(d) At any time after April 1, 2000, in the event that the Stockholder
shall not have theretofore been offered the opportunity to register the
Stockholder's Supplemental Registration Shares pursuant to Sections 1(a)
through 1(c), the Stockholder shall have the right to request that the
Corporation effect the registration under the Securities Act of any or all
Supplemental Registration Shares. The Corporation shall not be obligated to
file and cause to become effective more than one registration statement in
which Supplemental Registration Shares are registered pursuant to this
subsection (d). The Stockholder's rights under this subsection (d) shall
terminate upon the second anniversary of the date hereof.
(e) In the event that the Stockholder, if the Stockholder has the
right to do so, exercises such person's rights under Section 1(d), the
Corporation shall use its reasonable best efforts to cause the sale of the
Supplemental Registration Shares to be registered under the Securities Act and
to effect and to comply with all such regulatory qualifications, compliances
and requirements as may be necessary to permit the sale or other transfer of
such Supplemental Registration Shares, in the manner described in such request,
including, without limitation, qualifications under applicable blue sky or
other state securities laws (provided that the Corporation shall not be
required in connection therewith to qualify as a foreign corporation or to
execute a general consent to service of process in any jurisdiction); provided,
however, that (i) if any firm of counsel representing the Corporation in
connection with any such registration shall advise the Corporation and the
Stockholder in writing that in its opinion the registration under the
Securities Act contemplated hereby is not necessary to permit the sale of the
Supplemental Registration Shares in the intended method of disposition by the
Stockholder, then the Corporation shall not be required to take any action with
respect to such registration or other steps contemplated hereby and (ii) the
Corporation shall have the right to delay such registration
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for one period of up to 120 days by written notice to the Stockholder in the
event that the Board of Directors of the Corporation determines in good faith
that such delay is in the best interests of the Corporation, provided that the
Stockholder shall be entitled to withdraw such request within 30 days of
receipt of such notice and if such request is withdrawn, such registration
shall not constitute a registration to which the Stockholder is entitled
pursuant to Section 1(d).
(f) If and whenever the Corporation is required by the provisions of
this Section 1 to use its reasonable best efforts to effect the registration
under the Securities Act of any securities requested to be so registered by the
Stockholder, the Corporation will, as promptly as practicable:
(i) prepare and file with the Securities and Exchange
Commission (the "Commission") a registration statement with respect to
such securities and use its reasonable best efforts to cause such
registration statement to become effective;
(ii) 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 for a period from the date of the effectiveness
thereof through the earlier of (1) the date which is nine (9) months
after the date of effectiveness thereof and (2) the date on which all
Supplemental Registration Shares included in such registration
statement shall have been sold or otherwise disposed of by the
Stockholder pursuant to such registration statement, and to comply
with the provisions of the Securities Act with respect to the sale or
other disposition of all shares of Common Stock covered by such
registration statement whenever the Stockholder shall desire to sell
or otherwise dispose of the same within such period;
(iii) furnish to the Stockholder such number of copies of a
prospectus, including a preliminary prospectus and final prospectus,
in conformity with the requirements of the Securities Act, and such
other documents as may reasonably be requested thereby in order to
facilitate the public sale or other disposition of such shares of
Common Stock owned thereby;
(iv) notify the Stockholder promptly of any request by the
Commission for the amendment or supplement of such registration
statement or prospectus or for additional information, and notify the
Stockholder promptly of the filing of each amendment or supplement to
such registration statement or prospectus;
(v) advise the Stockholder, promptly after it shall receive
notice, of the issuance of any stop order by the Commission suspending
the effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly use its
reasonable best efforts to prevent the issuance of any stop order or
to obtain its withdrawal if such stop order should be issued;
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(vi) with respect to any registration statement being
prepared as a result of the exercise of rights pursuant to Section
1(d) hereof relating to an underwritten offering, upon the request of
the Stockholder, the Corporation shall cooperate with the Stockholder
to obtain and furnish at the closing provided for in the underwriting
agreement (1) an opinion of counsel to the Corporation, dated such
date, addressed to the underwriters and to the Stockholder registering
the sale of shares of Common Stock, and (2) a "cold comfort" letter
from the independent certified public accountants of the Corporation,
dated such date, addressed to the underwriters and to the Stockholder,
in each case, covering substantially the same matters with respect to
the issuer, such registration statement (and the prospectus included
therein) and with respect to the events subsequent to the date of the
financial statements included in such registration statement, as are
customarily covered in opinions of issuer's counsel and in
accountants' letters delivered to the underwriters in underwritten
public offerings of securities; and
(vii) notify the Stockholder, in writing, at any time when a
prospectus relating to such shares of Common Stock is required to be
delivered under the Securities Act within the appropriate period
mentioned in clause (ii) immediately preceding, of the happening of
any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing, and promptly prepare (and file with the Commission) and
furnish to the Stockholder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the purchasers of such shares of
Common Stock, such prospectus shall not include an 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 not misleading in
the light of the circumstances then existing.
(g) The Stockholder agrees to furnish the Corporation such information
regarding itself and the proposed distribution of Supplemental Registration
Shares by the Stockholder as the Corporation may from time to time reasonably
request in writing in order to prepare a registration statement and prospectus
or any supplement or amendment thereto pursuant to the Securities Act and the
rules and regulations promulgated thereunder.
(h) The Stockholder agrees that, upon receipt of a written notice from
the Corporation of the happening of any event of the kind described in clause
(vii) of Section 1(f) above, it will forthwith discontinue its disposition of
Supplemental Registration Shares pursuant to the registration statement
relating to such Supplemental Registration Shares until its receipt of the
copies of the supplemented or amended prospectus contemplated by clause (vii)
of Section 1(f) above and, if so requested by the Corporation in writing, will
deliver to the Corporation (at the Corporation's expense) all copies then in
its possession, other than permanent file copies, of
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the prospectus relating to such Supplemental Registration Shares; provided,
however, that in the event that the Stockholder discontinues its disposition of
Supplemental Registration Shares pursuant to the foregoing provisions, the nine
month period for the effectiveness of the registration statement shall be
extended by the period during which the Stockholder discontinued its
disposition.
(i) The Corporation shall pay all expenses (the "Registration
Expenses") necessary to effect under the Securities Act any registration
statements, amendments or supplements filed pursuant to this Section 1 (other
than any underwriters' discounts and commissions and any brokerage commissions
and fees payable with respect to shares of Common Stock sold by the Stockholder
and legal fees and expenses of counsel to the Stockholder), including, without
limitation, printing expenses, fees of the Commission and the National
Association of Securities Dealers, Inc., expenses of compliance with blue sky
and other state securities laws, and accounting and legal fees and expenses of
counsel to the Corporation; provided, however, that the Stockholder shall pay
up to the first $50,000 of any Registration Expenses in connection with a
demand registration pursuant to Sections 1(d) and (e).
(j) The Stockholder agrees that, in the event the Corporation files a
registration statement under the Securities Act with respect to an underwritten
public offering of any securities of the Corporation for cash, primarily for
the account of the Corporation, in which the Stockholder was permitted to
participate (whether or not the Stockholder does in fact participate), if
required by an underwriter, the Stockholder will not effect any public sale or
distribution, including any sale pursuant to Rule 144 promulgated under the
Securities Act, of any equity securities of the Corporation or any securities
convertible into or exchangeable or exercisable for any equity security of the
Corporation (other than as part of such underwritten public offering) during
the seven days prior to, and such period after (not to exceed in any event 180
days), the effectiveness of such registration statement as may be required by
such underwriter.
(k) In the event of any registration pursuant to this Section 1
covering shares of Common Stock beneficially owned by the Stockholder, the
Corporation will indemnify and hold harmless the Stockholder, and each person
or entity, if any, who controls the Stockholder within the meaning of the
Securities Act (collectively, the "Indemnitees") against any losses, claims,
damages, costs, expenses (including reasonable attorneys' fees), or liabilities
(or actions in respect thereof) to which the Stockholder or controlling person
or entity becomes subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages, costs, expenses or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the related registration
statement, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereto, or arise out of or are based upon 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 in
light of the circumstances in which they were made; provided, however, that the
Corporation will not be liable in any such case to an Indemnitee to the extent
that any such loss,
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claim, damage, cost, expense or liability arises out of or is primarily based
upon (x) an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, preliminary prospectus,
prospectus or amendment or supplement in reliance upon and in conformity with
written information furnished by any Indemnitee, specifically for use in the
preparation thereof or (y) such Indemnitee's failure to deliver a copy of the
prospectus or any amendments or supplements thereto (if required by applicable
law) to the person asserting any loss, claim, damage or liability after the
Corporation has furnished such Indemnitee with the same. The Corporation also
agrees to reimburse each Indemnitee for any legal or other expenses reasonably
incurred by such Indemnitee in connection with investigating or defending any
such loss, claim, damage, liability or action.
(l) In the event of any registration pursuant to this Section 1
covering shares of Common Stock beneficially owned by the Stockholder, the
Stockholder shall indemnify and hold harmless the Corporation, each of its
directors and officers who has signed any registration statement, and each
person or entity, if any, who controls the Corporation within the meaning of
the Securities Act, against any losses, claims, damages, costs, expenses
(including reasonable attorneys' fees) or liabilities (or actions in respect
thereof) to which the Corporation or any such director, officer, or controlling
person becomes subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages, costs, expenses or liabilities (or actions in respect
thereof) primarily arise out of or are based upon any untrue or alleged untrue
statement of any material fact contained in the related registration statement,
and any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, or primarily arise out of or are based upon
the omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances in which they were made, in each case to the
extent, but only to the extent, that such loss, claim, damage, cost, expense or
liability primarily arises out of or is based upon (x) an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, preliminary prospectus, prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished by the Stockholder specifically for use in the preparation thereof or
(y) the Stockholder's failure to deliver a copy of the prospectus or any
amendments or supplements thereto (if required by applicable law) to the person
asserting any loss, claim, damage or liability after the Corporation has
furnished the Stockholder with the same. The Stockholder shall reimburse any
legal or other expenses reasonably incurred by the Corporation or any such
director, officer, or controlling person or entity in connection with
investigating or defending any such loss, claim, damage, liability or action.
The liability of the Stockholder pursuant to this Section 1(l) shall be limited
to the total proceeds from the offering (net of sales commissions) received by
the Stockholder.
(m) Promptly after receipt by an indemnified party under this Section
1 of notice of the commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against any indemnifying party under
this Section 1, notify the indemnifying party of the commencement thereof;
provided, however, that failure to so notify the indemnifying party shall not
affect an indemnifying party's obligations hereunder, except to the extent that
the
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indemnifying party is materially prejudiced by such failure. The indemnifying
party shall be entitled to appoint counsel of the indemnifying party's choice
at the indemnifying party's expense to represent the indemnified party in any
action for which indemnification is sought (in which case the indemnifying
party shall not thereafter be responsible for the fees and expenses of any
separate counsel retained by the indemnified party or parties except as set
forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action,
the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party. It is understood, however, that the indemnifying party shall, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
only one separate firm of attorneys (in addition to any local counsel) at any
time.
(n) No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding.
(o) With respect to any underwritten offering, the Stockholder (if
shares of Common Stock of the Stockholder are included in the subject
registration statement) and the Corporation shall, in addition to the
foregoing, provide the underwriter of such offering with customary
representations and warranties, and indemnification and contribution, in each
instance as shall be reasonably requested by the underwriter, provided,
however, that any such agreement to indemnify an underwriter with respect to
any preliminary prospectus shall not inure to the benefit of any such
underwriter to the extent that any loss, claim, damage, cost, expense or
liability of any such underwriter results solely from an untrue statement of
material fact contained in, or the omission of a material fact from, such
preliminary prospectus which untrue statement or omission was corrected in the
final prospectus, if such underwriter failed to send or give a copy of the
final prospectus to the person asserting such loss, claim, damage, cost,
expense or liability at or prior to the written confirmation of the sale of
such securities to such person, and provided
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further that any such agreement by the Stockholder to indemnify an underwriter
shall be on a several (and not joint) basis in proportion to the number of
securities sold by the Stockholder in such underwritten offering and shall be
limited in amount to the net proceeds received by the Stockholder in such
underwritten offering.
(p) If the indemnification provided for in this Section 1 is
unavailable to any indemnified party with respect to any losses, claims,
damages, liabilities or expenses referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party, will contribute to the
amount paid or payable by such indemnified party, as a result of such losses,
claims, damages, liabilities or expenses (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnified party
on the one hand, and the indemnifying party on the other hand, from the
offering or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnified party on the one hand, and of the
indemnifying party on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses as well as any other relevant equitable considerations. The relative
benefits received by the indemnified party on the one hand, and the
indemnifying party on the other hand, shall be deemed to be in the same
proportion as the total proceeds from the offering (net of sales commissions)
received by the indemnified party relative to such proceeds received by the
indemnifying party. The relative fault of the indemnified party on the one
hand, and the indemnifying party on the other hand, will be determined with
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the indemnified party or the indemnifying party, and
its relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount payable by a party as
a result of the losses, claims, damages, liabilities or expenses referred to
above will be deemed to include, subject to the limitations set forth in
Section 1(q) below, any legal or other fees or expenses reasonably incurred by
such party in connection with investigating or defending any action or claim.
(q) The indemnified party and the indemnifying party agree that it
would not be just and equitable if contribution pursuant to this Section 1 were
determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to in Section
1(p). No person committing fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution or
indemnification from any person not committing such fraudulent
misrepresentation.
2. Legend and Compliance with Securities Laws. (a) The stock
certificates evidencing the shares of Common Stock of the Stockholder subject
to this Agreement shall bear a legend reading substantially as follows:
"The Shares represented by this Certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"),
but have been issued pursuant
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to an exemption from such registration. Neither such Shares nor any
interest therein may be sold, transferred, pledged, hypothecated or
otherwise disposed of until either (i) the holder thereof shall have
received an opinion from counsel reasonably satisfactory to the
Company that registration thereof under the Act is not required or
(ii) a registration statement under the Act covering such Shares or
such interest and the disposition thereof shall have become effective
under the Act."
(b) In the event that a registration statement covering the shares of
Common Stock of the Corporation owned by the Stockholder which are subject to
this Agreement shall become effective under the Securities Act and under any
applicable state securities laws or in the event that the Corporation shall
receive an opinion of counsel to the holder of such shares of Common Stock in
form and substance reasonably satisfactory to the Corporation that, in the
opinion of such counsel, the above stated legend is not, or is no longer,
necessary or required under applicable law (including, without limitation,
because of the availability of the exemption afforded by Rule 144(k)
promulgated under the Securities Act), the Corporation shall, or shall instruct
its transfer agents and registrars to, remove the above stated legend from the
stock certificates evidencing such shares of Common Stock or issue new
certificates without such legend in lieu thereof.
(c) The Stockholder consents to the Corporation making a notation on
its records and giving instructions to any transfer agent for the Common Stock
in order to implement the restrictions on transfer established in this Section
2.
3. Reorganization, Etc. The provisions of this Agreement shall apply
mutatis mutandi to any shares of capital stock resulting from any stock split
or reverse split, stock dividend, reclassification of the capital stock of the
Corporation, consolidation, merger or reorganization of the Corporation, and
any shares or other securities of the Corporation or of any successor company
which may be received by the Stockholder (and/or its successors, permitted
assigns, legal representatives and heirs) by virtue of its ownership of Common
Stock or other capital stock of the Corporation.
4. Notices. Any notice or other communication under this Agreement
shall be in writing and sufficient if delivered personally, by telecopy or sent
by registered or certified mail, postage prepaid, addressed as follows:
If to the Corporation:
Capita Research Group, Inc.
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxxxx 00000
Attention: President
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
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If to the Stockholder:
Xx. Xxx Xxxxx
0000 Xxxxxx Xxxxx Xxxxxxxxx, #0X
Xxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
All such notices and communications shall be deemed to have been duly given at
the time delivered by hand, if personally delivered, upon receipt, if sent by
telecopy, or three (3) business days after being deposited in the mail, if sent
by registered or certified mail. Any party may, upon written notice to the
other parties hereto, change the address to which notices or other
communications to such party are to be delivered or mailed.
5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
6. Entire Agreement. This Agreement contains the entire agreement
among the parties hereto with respect to the subject matter hereof. This
Agreement may be amended or modified or any provision hereof may be waived by a
written agreement between the Stockholder and the Corporation. This Agreement
supersedes all prior understandings, negotiations and agreements relating to
the subject matter hereof.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada applicable to agreements made
and to be performed entirely within such State, without regard to any conflict
of laws principles of such State which would apply the laws of any other
jurisdiction.
8. Jurisdiction; Waiver of Trial by Jury. THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY PENNSYLVANIA STATE OR UNITED
STATES FEDERAL COURT SITTING IN THE CITY OF PHILADELPHIA OVER ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY IRREVOCABLY
AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH PENNSYLVANIA STATE OR FEDERAL COURT. THE PARTIES AGREE THAT
A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. THE PARTIES FURTHER WAIVE TRIAL BY JURY, ANY OBJECTION
TO VENUE IN SUCH STATE AND ANY OBJECTION TO ANY ACTION OR PROCEEDING IN SUCH
STATE ON THE BASIS OF FORUM NON CONVENIENS. THE PARTIES FURTHER AGREE THAT ANY
ACTION OR
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PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN
A PENNSYLVANIA STATE OR UNITED STATES FEDERAL COURT SITTING IN THE CITY OF
PHILADELPHIA.
9. Headings. The headings in this Agreement are solely for convenience
of reference and shall not affect the interpretation of any of the provisions
hereof.
10. Severability. If any provision herein contained shall be held to
be illegal or unenforceable, such holding shall not affect the validity or
enforceability of the other provisions of this Agreement.
11. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Corporation, the Stockholder, each of their respective
successors, permitted assigns, executors, administrators, legal representatives
and heirs, as applicable.
12. Construction. The parties hereto agree that this Agreement is the
product of negotiations between sophisticated parties and individuals, all of
whom were represented by counsel, and each of whom had an opportunity to
participate in, and did participate in, the drafting of each provision hereof.
Accordingly, ambiguities in this Agreement, if any, shall not be construed
strictly or in favor of or against any party hereto but rather shall be given a
fair and reasonable construction without regard to the rule of contra
proferentum.
* * *
IN WITNESS WHEREOF, each of the parties hereto has executed this
Registration Rights Agreement on the date first above written.
CAPITA RESEARCH GROUP, INC.
By:
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Name:
Title:
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Xxx Xxxxx
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