Exhibit 4.6
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and
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entered into November 16, 2001 by and between Constellation 3D, Inc., a Delaware
corporation (the "Company"), and TIC Invest Consulting, LLC, a financing
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corporation organized under the laws of St. Kitts & Nevis with its principal
place of business located at Xxxxxx Xxxxxxx 00, XX-0000, Xxxxx, XX, Xxxxxxxxxxx
(the "Investor").
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Background
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WHEREAS, the Investor and Constellation 3D Technology Limited ("Con
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Tech") are parties to a certain Loan Agreement, of even date herewith (the "TIC
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Loan Agreement"), pursuant to which the Investor is providing a term loan
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facility of up to $20 million to Con Tech.
WHEREAS, Con Tech and the Company are parties to a certain Loan
Agreement, of even date herewith (the "Company Loan Agreement"), pursuant to
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which Con Tech is providing a term loan facility of up to $20 million to the
Company.
WHEREAS, as part of the investment to be made by the Investor in the
Company in connection with the Loan Agreement and the transactions contemplated
thereby, the Investor will have certain registration rights with respect to the
Common Stock, par value $.00001 per share (the "Common Stock"), all as more
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fully set forth in this Agreement.
WHEREAS, All terms used herein and not defined herein shall have the
meanings ascribed to such terms in the TIC Loan Agreement.
Terms
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NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Registration Rights.
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1.1. Definitions.
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(a) "Exchange Act" means the Securities Exchange Act
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of 1934, as amended.
(b) "Form S-3" means such form under the
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Securities Act as is in effect on the date hereof or any successor registration
form under the Securities Act subsequently adopted by the SEC which permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
(c) "Holder" means any person owning of record
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Registrable Securities that have not been sold to the public or pursuant to Rule
144 promulgated under the Securities Act or any assignee of record of such
Registrable Securities to whom rights under this Section have been duly assigned
in accordance with this Agreement.
(d) "Initiating Holders" means one or more Holders who in the
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aggregate are Holders of not less than fifty percent (50%) of the
then-outstanding Registrable Securities.
(e) "Option" means that certain Option Agreement, of event date
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herewith, by and between Con Tech and the Company.
(f) "register," "registered" and "registration" refer to a
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registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement.
(g) "Registrable Securities" means (a) all shares of Common Stock
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that are now owned or may be hereafter acquired by the Investor (including,
without limitation (and without duplication)), the Designated Securities and
shares of Common Stock issued upon exercise of the Option) and (b) any shares of
Common Stock issued as a dividend or other distribution with respect to or in
exchange for or in replacement of such shares of Common Stock described in
clause (a) of this definition, excluding in each case any Registrable Securities
sold (i) pursuant to Registration under the Securities Act or (ii) sold pursuant
to Rule 144 (or its successor rule) promulgated under the Securities Act and
excluding any shares of Common Stock or preferred stock of the Company which is
registered under the Securities Act.
(h) "Registration Expenses" means all expenses incurred by the
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Company in complying with Sections 1.2, 1.3, 1.4, 1.5 and 1.6 hereof, including,
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without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel and accountants for the Company, fees and expenses
of one counsel for all the Holders (which fees of counsel for the Holders shall
not exceed $15,000), blue sky fees and expenses and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company), but excluding all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities.
(i) "SEC" means the Securities and Exchange Commission.
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(j) "Securities Act" means the Securities Act of 1933, as amended.
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1.2. Demand Registration. At any time after the date hereof, the
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Initiating Holders, voting together as a single class, may require that the
Company file a registration statement with regard to Registrable Securities
which have an aggregate offering price of at least Three Million Dollars
($3,000,000). If the Company shall receive from the Initiating Holders, at any
time, a written request that the Company effect any registration with respect to
all or a part of the Registrable Securities, the Company will:
(a) promptly give written notice of the proposed registration to all
other Holders of Registrable Securities; and
(b) as soon as practicable, use its best efforts to effect such
registration of the sale of the Registrable Securities requested by the
Initiating Holders; provided, however, that the Company shall not be obligated
to effect, or take any action to effect, any such
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registration pursuant to this Section 1.2 after the Company has effected two (2)
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such registrations pursuant to this Section 1.2 and such registrations have been
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declared or ordered effective and the sales of such Registrable Securities shall
have closed and the Company shall not be obligated to effect any such
registration pursuant to this Section 1.2 if, in the immediately preceding six
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(6) month period, the Company has effected such a registration.
If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to this Section 1.2
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and the Company shall include such information in the written notice referred to
in Section 1.2(a). In such event, the right of any Holder to include such
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Holder's Registrable Securities in such registration shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders and such Holder) to
the extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company as provided in
Section 1.8(e)) enter into an underwriting agreement in customary form with the
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underwriter or underwriters selected for such underwriting by a majority in
interest of the Initiating Holders and reasonably acceptable to the Company.
Notwithstanding any other provision of this Section 1.2, if the underwriter
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advises the Company and the Initiating Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
Company shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities that may be included in the underwriting shall be
allocated among all Holders thereof, including the Initiating Holders, in such
proportion (as nearly as practicable) among the Holders pro rata based on the
amount of Registrable Securities owned by each Holder.
1.3. Shelf Registrations. At any time the holders of fifty
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percent (50%) of the Registrable Securities then outstanding may require that
the Company include the Registrable Securities in an appropriate "shelf"
registration statement pursuant to Rule 415 (or any successor thereto) under the
Securities Act (a "Shelf Registration Statement") and use best efforts to keep
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such Shelf Registration Statement effective for sales thereunder for as long as
practicable. The other registration rights set forth in Sections 1.2, 1.4 and
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1.5 hereof shall be suspended for so long as the Shelf Registration Statement
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remains effective and usable for the resale of Registrable Securities.
1.4. Piggyback Registrations.
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(a) Notice. The Company shall notify all Holders of
Registrable Securities in writing at least thirty (30) days prior to filing any
registration statement under the Securities Act for purposes of effecting a
public offering of securities of the Company whether for its own account or the
account of other stockholders or both and will afford each such Holder an
opportunity to include in such registration statement all or any part of the
Registrable Securities then held by such Holder. Each Holder desiring to include
in any such registration statement all or any part of the Registrable Securities
held by such Holder shall, within twenty (20) days after receipt of the
above-described notice from the Company, so notify the Company in writing, and
in such notice shall inform the Company of the number of Registrable Securities
such Holder wishes to include in such registration statement. If a Holder
decides not to include
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all of its Registrable Securities in any registration statement thereafter filed
by the Company, such Holder shall nevertheless continue to have the right to
include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings
of its securities, all upon the terms and conditions set forth herein.
(b) Underwriting. If a registration statement under which the
Company gives notice under Section 1.4(a) is for an underwritten offering, then
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the Company shall so advise the Holders of Registrable Securities in the notice
delivered under Section 1.4(a). In such event, the right of any such Holder's
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Registrable Securities to be included in a registration pursuant to this Section
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1.4 shall be conditioned upon such Holder's participation in such underwriting
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and the inclusion of such Holder's Registrable Securities in the underwriting to
the extent provided herein. All Holders proposing to distribute their
Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the managing underwriter or
underwriter(s) selected for such underwriting. Notwithstanding any other
provision of this Agreement, if the managing underwriter(s) determine(s) in good
faith that marketing factors require a limitation of the number of shares to be
underwritten, then the managing underwriter(s) may exclude shares (including
Registrable Securities) from the registration and the underwriting, and the
number of shares that may be included in the registration and the underwriting
shall be allocated, first, to the Company, second, to each of the Holders of
Registrable Securities requesting inclusion of their Registrable Securities in
such registration statement, to be allocated among such Holders pro rata based
on the amount of Registrable Securities owned by each such Holder and third, to
any other holders of the Company's securities; provided, however, that the right
of the underwriters to exclude Registrable Securities from the registration and
underwriting as described above shall be restricted so that the number of
Registrable Securities included in any such registration is not reduced below
twenty-five percent (25%) of the Registrable Securities that the Holders
initially proposed to be registered. Any Registrable Securities excluded or
withdrawn from such underwriting shall be excluded and withdrawn from the
registration.
1.5. Form S-3 Registration. If the Company shall be entitled
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as a registrant to use Form S-3 and the holders of at least fifty percent (50%)
of the Registrable Securities then outstanding request that the Company effect a
registration on Form S-3 for shares having an aggregate offering price to the
public of at least Five Million Dollars ($1,000,000), then the Company will:
(a) promptly give written notice of the proposed registration
to all other Holders of Registrable Securities; and
(b) as soon as practicable, use its best efforts to effect the
registration of the sale of the Registrable Securities specified in such
request, together with all or such portion of the Registrable Securities of any
Holder or Holders joining in such request as are specified in a written request
received by the Company within thirty (30) days after written notice from the
Company is given under Section 1.5(a) above; provided, however, that the Company
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shall not be obligated to effect any such registration pursuant to this Section
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1.5 if, in the immediately preceding twelve (12) month period, the Company has
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effected three such registrations.
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(c) A registration under this Section 1.5 shall not
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constitute a registration under Section 1.2 nor shall a registration statement
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under Section 1.2 constitute a registration under this Section 1.5.
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1.6. Initial Registration on Form S-3. Notwithstanding anything
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to the contrary contained herein, the Company shall, as promptly as practicable
after the Closing Date, prepare and file a Registration Statement covering the
Designated Securities, and use its best efforts to effect such registration of
the Designated Securities on or prior to the Funding Date (the "Initial
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Registration Statement"). The Initial Registration Statement shall be a "shelf"
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registration statement pursuant to Rule 415 under the Securities Act, and may
include shares of Common Stock held by (i) XxXX Convertible Arbitrage Fund Ltd.
("XxXX") required to be registered pursuant to the Registration Rights
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Agreement, dated as of October 19, 2001, by and between the Company and XxXX, as
of the date hereof and (ii) Halifax Fund, L.P. ("Halifax Fund") required to be
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registered pursuant to Registration Rights Agreement, dated as of August 23,
2000, by and between Halifax and the Company, as of the date hereof and (iii)
other shares with piggyback registration rights.
1.7. Expenses of Registration. All Registration Expenses incurred
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in connection with two (2) demand registrations (pursuant to Section 1.2), the
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Shelf Registration and all issuances off the Shelf (pursuant to Section 1.3 and
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1.6), any piggyback registrations (pursuant to Section 1.4), and any S-3
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registrations (pursuant to Section 1.5 and 1.6) shall be borne by the Company.
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1.8. Obligations of the Company. Whenever required to effect the
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registration of any Registrable Securities under Sections 1.2, 1.3, 1.4, 1.5 and
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1.6 of this Agreement, the Company shall, as expeditiously as reasonably
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possible:
(a) prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective, and keep such registration
statement effective until the distribution is completed, but, in the case of
registrations pursuant to Sections 1.2, 1.4, 1.5 and 1.6 not more than 180 days,
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provided that such 180-day period shall be extended for a period of time equal
to the period the Holder refrains from selling any Registrable Securities
included in such registration statement due to circumstances described in
Section 1.8(f);
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(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 as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;
(c) furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and all amendments and supplements thereto,
and such other documents as they may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by them that are included in
such registration;
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(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 such jurisdictions as shall be reasonably requested by the
Holders;
(e) in the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering and cause its
officers and other employees to participate in any "road shows", as the managing
underwriters may reasonably request;
(f) notify each Holder of Registrable Securities covered by
such registration statement (and each underwriter in the case of an underwritten
offering) at any time when a prospectus relating thereto is required to be
delivered under the Securities Act if 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,
following such notification, promptly deliver to each Holder and each such
underwriter that number of copies of all amendments or supplements referred to
in paragraphs (b) and (c) of this Section 1.8 as may be necessary so that, as
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thereafter delivered to the purchaser of such Registrable Securities, 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) furnish, at the request of any Holder registering
Registrable Securities, on the date that such Registrable Securities are
delivered to the underwriters for sale, if such securities are being sold
through underwriters, or on the date that the registration statement becomes
effective, if such securities are not being sold through underwriters, (i) an
opinion, dated as of such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering addressed to the underwriters,
if any, and if there are no underwriters, to the Holders requesting registration
of Registrable Securities and (ii) a "comfort" letter dated as of such date,
from the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering and reasonably satisfactory to a
majority in interest of the Holders requesting registration, addressed to the
underwriters, if any, and if there are no underwriters, to the Holders
requesting registration of Registrable Securities;
(h) use its best efforts to list the Registrable Securities
covered by such registration statement with any securities exchange or
interdealer quotation system on which the Common Stock is then listed or quoted;
and
(i) make available for inspection by each seller of
Registrable Securities, any underwriter participating in any distribution
pursuant to such registration statement, and any attorney, accountant or other
agent retained by such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement.
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1.9. Furnish Information. It shall be a condition precedent to
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the obligations of the Company to take any action pursuant to Sections 1.2, 1.3,
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1.4, 1.5 and 1.6 that the selling Holders shall furnish to the Company such
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information regarding themselves, the Registrable Securities held by them, and
the intended method of disposition of such securities as shall be reasonably
required to timely effect the registration of Registrable Securities.
1.10. Indemnification. In the event any Registrable Securities
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are included in a registration statement under Sections 1.2, 1.3, 1.4, 1.5 or
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1.6 :
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(a) By the Company. To the extent permitted by law, the
Company will indemnify and hold harmless each Holder, the partners, members,
officers and directors of each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning 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, omissions or violations (collectively a
"Violation"):
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(i) any untrue statement or alleged untrue statement
of a material fact contained or incorporated by reference in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto;
(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, or
(iii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any federal or state securities law or
any rule or regulation promulgated under the Securities Act, the Exchange Act or
any federal or state securities law in connection with the offering covered by
such registration statement;
(b) and the Company will reimburse each such Holder,
partner, member, officer or director, underwriter or controlling person for any
legal or other expenses reasonably incurred by them, as incurred, in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection 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) a
Violation which occurs in reliance upon and in conformity with written
information furnished in writing and expressly stated for use in connection with
such registration by such Holder, partner, member, officer, director,
underwriter or controlling person of such Holder, or (B) a Violation which
occurs as a result of an untrue statement of a material fact contained or
incorporated by reference in such registration statement that has been corrected
in a subsequent prospectus delivered to such Holder prior to disposition by such
Holder of its Registrable Securities in accordance with Section 1.8(f) hereof.
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(c) By Selling Holders. To the extent permitted by law, each
selling Holder will, severally and not jointly, if Registrable Securities held
by such Holder are included in the securities as to which such registration is
being effected, indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement, each person, if
any, who controls the Company within the meaning of the Securities Act, any
underwriter (as defined in the Securities Act) and any other Holder selling
securities under such registration statement or any of such other Holder's
partners, members, directors or officers or any person who controls such
underwriter or other Holder within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, controlling person,
underwriter or other such Holder, or a member, partner, director, officer or
controlling person of such underwriter or other Holder may become subject under
the Securities Act, the Exchange Act, any federal or state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
federal or state securities law in connection with the offering covered by such
registration statement, insofar as such losses, claims, damages or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder by an instrument duly executed by such Holder and stated to be
specifically for use in such registration; and each such Holder will reimburse
any legal or other expenses reasonably incurred by the Company or any such
director, officer, controlling person, underwriter or other Holder, partner,
member, officer, director or controlling person of such other Holder or
underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity agreement
contained in this subsection 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 Holder, which consent shall not be unreasonably
withheld; and provided further, that the total amounts payable in indemnity by a
Holder under this Section 10(c) in respect of any Violation shall not exceed the
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net proceeds received by such Holder in the registered offering out of which
such Violation arises.
(d) Notice. Promptly after receipt by an indemnified party 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 1.10, deliver to the indemnifying
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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 fees and expenses to be paid by the indemnifying party, if
the defendants include both the indemnifying party and the indemnified party and
the indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or additional to
those available to the indemnifying party or if the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the
indemnifying party. 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
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1.10 to the extent it is prejudiced thereby, but the omission so to deliver
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written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under Section 1.10.
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(e) Contribution. In order to provide for just and
equitable contribution to joint liability under the Securities Act in any case
in which either (A) any Holder exercising rights under this Agreement, or any
controlling person of any such Holder, makes a claim for indemnification
pursuant to this Section 1.10 but it is judicially determined (by the entry of a
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final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 1.10 provides for indemnification in such case, or (B) contribution
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under the Securities Act may be required on the part of any such selling Holder
or any such controlling person in circumstances for which indemnification is
provided under this Section 1.10, then, and in each such case, the Company or
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such Holder shall contribute to the aggregate losses, claims, damages or
liabilities as is appropriate to reflect not only the relative benefits received
by the indemnified party and the indemnifying party, but also the relative fault
of the indemnified party and the indemnifying party, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action; provided,
however, that, in any such case, (1) no such Holder shall be required to
contribute any amount in excess of the public offering price of all such
Registrable Securities offered and sold by such Holder pursuant to such
registration statement; and (2) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
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contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) Survival. The obligations of the Company and Holders
under this Section 1.9 shall survive the completion of any offering of
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Registrable Securities in a registration statement and the termination of this
Agreement.
1.11. Limitations on Subsequent Registration Rights. From and
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after the date of this Agreement, without the prior written consent of the
Holders of a majority of the Registrable Securities then outstanding, the
Company shall not enter into any agreement with any holder or prospective holder
of any securities of the Company that would allow such holder or prospective
holder to have registration rights superior to, or which limit in any way the
registration rights of the Holders granted hereby.
1.12. Reporting and Information. With a view to making available
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the benefits of certain rules and regulations of the SEC which may at any time
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to:
(i) make and keep public information available, as
those terms are understood and defined in Rule 144 under the Securities Act, at
all times;
(ii) 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 (whether or not it shall be required to make such Exchange Act
Reports) and shall comply with all other public information reporting
requirements of the SEC as a condition to the availability of an
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exemption from the Securities Act (under Rule 144 thereof, as amended from time
to time, or successor rule thereto or otherwise) for the sale of Common Stock by
the Holders;
(iii) so long as a Holder owns any Registrable
Securities, furnish to the Holder forthwith upon request a written statement by
the Company as to its compliance with the reporting requirements of said Rule
144 and of the Securities Act and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
of the Company as a Holder may reasonably request in availing itself of any rule
or regulation of the SEC allowing a Holder to sell any such securities without
registration; and
(iv) cooperate with the Holders in supplying such
information as may be necessary for the Holders to complete and file any
information reporting forms presently or hereafter required by the Commission as
a condition to the availability of an exemption from the Securities Act (under
Rule 144 thereof or otherwise) for the sale of Common Stock by the Holders.
2. Miscellaneous.
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2.1. Successors and Assigns. Except as otherwise expressly
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provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and permitted
transferees and permitted assigns of the parties.
2.2. Governing Law. This Agreement shall be governed by and
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construed under the laws of the State of New York, without giving effect to
principles of conflicts of laws.
2.3. Counterparts. This Agreement may be executed in the original
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or by telecopy in any number of counterparts and by the different parties hereto
on separate counterparts, each of which when so executed and delivered shall be
an original, but all the counterparts shall together constitute one and the same
instrument.
2.4. Titles and Subtitles. The titles of the paragraphs and
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subparagraphs of this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.
2.5. Notices. Any notice required or permitted to be given to a
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party pursuant to the provisions of this Agreement will be in writing and will
be effective on (a) the date of delivery in person, or the date of delivery by
facsimile with confirmation receipt, (b) the business day after deposit with a
nationally-recognized courier or overnight service, including Express Mail, for
United States deliveries or (c) five (5) business days after deposit in the
United States mail by registered or certified mail for United States deliveries.
All notices not delivered personally or by facsimile will be sent with postage
and other charges prepaid and properly addressed to the party to be notified at
the address set forth below such party's signature on this Agreement or at such
other address as such party may designate by ten (10) days advance written
notice to the other parties hereto. All notices for delivery outside the United
States will be sent by facsimile, or by nationally recognized courier or
overnight service. Any notice given hereunder to more than one person will be
deemed to have been given, for purposes of counting time periods hereunder, on
the date given to the last party required to be given such notice.
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Notices to the Company will be marked to the attention of the Chief Financial
Officer. Notices shall be sent to the addresses on the signature pages hereto,
or such other addresses as a party may provide to the other parties from time to
time.
2.6. Amendments and Waivers. Any term of this Agreement may be
----------------------
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the party against whom
enforcement of such amendment or waiver is sought.
2.7. Severability. If any provision of this Agreement is held to
------------
be unenforceable under applicable law, then such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision was so excluded and shall be enforceable in accordance with its
terms.
2.8. Entire Agreement. This Agreement constitutes the full and
----------------
entire understanding and agreement between the parties with respect to the
subject matter hereof and supersedes all prior negotiations, correspondence,
agreements, understandings, duties or obligations among the parties with respect
to the subject matter hereof.
2.9. Further Assurances. From and after the date of this
------------------
Agreement, upon the request of a party, the other parties shall execute and
deliver such instruments, documents or other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
2.10. Assignment. Rights under this Agreement may be assigned in
----------
connection with any transfer or assignment of Registrable Securities provided
that: (a) such transfer may otherwise be effected in accordance with applicable
securities laws, (b) such transfer is effected in compliance with the
restrictions on transfer contained in the Agreement and in any other agreement
between the Company and the transferor, and (c) the transferee agrees in writing
to be bound by all of the provisions of this Agreement to the same extent as the
transferor.
2.11. Changes in Stock. If, and as often as, there is any change
----------------
in the Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made to
the provisions hereof so that the rights granted hereby shall continue with
respect to the Common Stock as so changed.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
CONSTELLATION 3D, INC.
By: /s/ Xxxxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxxxxxx
Title: Director
Address: 000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TIC TARGET INVEST CONSULTING, LLC
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
Address: Xxxxxx Xxxxxxx 00
XX-0000, Xxxxx
Xxxxxxxxxxx
Attention: Xx. Xxxxx Xxxxxxx
Telephone: 00 00 000 0000
Facsimile: 41 81 750 5359
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