REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of this 3rd day of May, 2006 by and among New World Entertainment Corp.,
a Nevada corporation (the "Company") and the "Lenders" named in that certain
Loan Agreement by and among the Company (the "Loan Agreement").
The parties hereby agree as follows:
1. Certain Definitions.
As used in this Agreement, the following terms shall have the following
meanings:
"Affiliate" means, with respect to any person, any other person which
directly or indirectly controls, is controlled by, or is under common control
with, such person.
"Business Day" means a day, other than a Saturday or Sunday, on which banks
in Las Vegas, Nevada are open for the general transaction of business.
"Common Stock" shall mean the Company's common stock, $.001 par value, and
any securities into which such shares may hereinafter be reclassified.
"Lenders" shall mean the Lenders identified in the Loan Agreement and any
Affiliate or permitted transferee of any Lender who is a subsequent holder of
the Note or the Registrable Securities.
"Prospectus" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.
"Register," "registered" and "registration" refer to a registration made by
preparing and filing a Registration Statement or similar document in compliance
with the 1933 Act (as defined below), and the declaration or ordering of
effectiveness of such Registration Statement or document.
"Registrable Securities" shall mean (i) 10,833,333 shares of Common Stock
issuable as prepaid interest on the Notes, and (ii) any other securities issued
or issuable with respect to or in exchange for Registrable Securities; provided,
that, a security shall cease to be a Registrable Security upon (A) sale pursuant
to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security
becoming eligible for sale by the Investors pursuant to Rule 144(k).
"Registration Statement" shall mean any registration statement of the
Company filed under the 1933 Act that covers the resale of any of the
Registrable Securities pursuant to the provisions of this Agreement, amendments
and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such
Registration Statement.
"Required Investors" mean the Investors holding a majority of the
Registrable Securities.
"SEC" means the U.S. Securities and Exchange Commission.
"Shares" means 10,833,333 shares of Common Stock issued as prepaid interest
pursuant to the terms of the Notes.
"1933 Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
"1934 Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
2. Registration.
2.1(a) Registration Statement. The Company shall use its best efforts
to prepare and file a Registration Statement on a form that shall (A) be
available for the sale of the Registrable Securities by the Investors and (B)
comply as to form with the requirements of the applicable form on which such
Registration Statement is filed and include all financial statements required by
the SEC to be filed therewith ("REGISTRATION STATEMENT") with the SEC within
forty five (45) days of the Closing Date to provide for the offer and sale of
the Registrable Securities and shall use its best efforts to cause the
Registration Statement to become effective under the Act no later than the
earlier of (i) one hundred and twenty (120) days after the Closing Date and (ii)
the sixth (6th) business day following the date on which the Company is notified
by the SEC that such Registration Statement will not be reviewed or is no longer
subject to further review and comments; provided, however, that if the SEC
determines to perform a full review of the Registration Statement, such one
hundred and twenty (120) day period shall be extended to one hundred fifty (150)
days ("EFFECTIVE DATE"). The Registration Statement filed pursuant to this
Section 2.1(a) may, at the Company's discretion and with the consent of the
Required Investors include securities of the Company other than the Registrable
Securities.
2.2 Piggyback Registration.
(a) From and after the Closing Date and until such time as the
Registrable Securities are freely saleable under Rule 144(k) without volume
limitations, if the Company shall determine to proceed with the preparation and
filing of a Registration Statement in connection with the proposed offer and
sale of any of its securities by it or any of its security holders (other than a
registration statement on Form X-0, X-0, any successor form thereto or other
limited purpose form), the Company will give written notice of its determination
to all record Investors of the Registrable Securities at least twenty (20) days
prior to filing. Upon receipt of a written request from any such Holder within
twenty (20) days after receipt of any such notice from the Company, the Company
will, except as herein provided, cause all the Registrable Securities owned by
such Investors to be included in such Registration Statement in order to permit
the sale or other disposition by the prospective seller or sellers of the
Registrable Securities to be so registered. If any registration pursuant to this
Section 2.2 shall be underwritten in whole or in part, the Company shall cause
the Registrable Securities requested for inclusion pursuant to this Section 2.2
to be included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters, except to the extent
provided in Section 2.2(b) below. In such event the right of any Holder to
registration shall be conditioned upon such underwriting and the inclusion of
such Holder's Registrable Securities in such underwriting to the extent provided
in Section 2.2(b) below. All Investors proposing to distribute their securities
through such underwriting shall (together with the Company and the other
investors distributing their securities through such underwriting) enter into an
underwriting agreement with the underwriters' representative for such offering;
provided that such holders shall have no right to participate in the selection
of the underwriters for an offering pursuant to this Section 2.2(a). The
obligation of the Company under this Section 2.2 shall be unlimited as to the
number of Registration Statements to which it applies. Notwithstanding the
foregoing, to the extent that all Registrable Securities are registered on an
effective Registration Statement on Form SB-2, the Company shall not be required
to provide notice to Investors of the preparation and filing of a registration
statement in connection with the proposed nonunderwritten offer and sale of any
of its securities and the Investors shall not be entitled to include any
Registrable Securities on such registration statement.
(b) In connection with an underwritten public offering for the account
of the Company, if, in the opinion of the underwriters' representative market
factors (including, without limitation, the aggregate number of shares of Common
Stock requested to be registered, the general condition of the market, and the
status of the persons proposing to sell securities pursuant to the registration)
require a limitation of the number of shares to be underwritten, the
underwriters' representative may exclude some or all Registrable Securities from
such registration and underwriting and the Company shall be obligated to include
in such Registration Statement only such limited portion of the Registrable
Securities with respect to which the Investors have requested inclusion
hereunder as the underwriters shall permit. Any exclusion of Registrable
Securities shall be made pro rata among the Investors seeking to include
Registrable Securities, in proportion to the number of Registrable Securities
sought to be included by such holder; provided, however, that the Company shall
not exclude any Registrable Securities unless the Company has first excluded all
outstanding securities, the investors of which are not contractually entitled to
inclusion of such securities in such Registration Statement or are not
contractually entitled to pro rata inclusion with the Registrable Securities;
and provided, further, however, that, after giving effect to the immediately
preceding proviso, any exclusion of Registrable Securities shall be made pro
rata with holders of other securities having the right to include such
securities in the Registration Statement. No Registrable Securities excluded
from the underwriting by reason of this Section 2.2(b) shall be included in such
Registration Statement.
3.1 Registration Procedures. If and whenever the Company is required by
the provisions of Sections 2.1 or 2.2 to effect the registration of Registrable
Securities under the Securities Act, the Company will:
(a) use its best efforts to cause such a Registration Statement to
become and remain effective for a period of two (2) years; provided, however,
that any Registration Statement filed pursuant to Section 2.2 may be kept
effective for such lesser period of time until which all Registrable Securities
included thereunder are freely saleable (without restriction, except with regard
to Registrable Securities held by persons deemed to be "affiliates" of the
Company) or have been disposed of pursuant to a registration statement or all
transfer restrictions or legends have otherwise been removed;
(b) prepare and file with the SEC such amendments to such Registration
Statement and supplements to the prospectus contained therein as may be
necessary to keep such Registration Statement effective for the period of time
described in paragraph (a) above;
(c) furnish to the Investors participating in such registration such
reasonable number of copies of such Registration Statement, preliminary
prospectus, final prospectus and such other documents as such underwriters or
selling shareholders may reasonably request in order to facilitate the public
offering of such securities;
(d) use its best efforts to register or qualify the securities covered
by the Registration Statement under such state securities or blue sky laws of
such jurisdictions as such participating Investors may reasonably request in
writing within twenty (20) days following the original filing of such
Registration Statement, except that the Company shall not for any purpose be
required to execute a general consent to service of process or to qualify to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified;
(e) in the event that a registration involves an underwritten
offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the managing underwriter or
such offering;
(f) notify the Investors participating in such registration, promptly,
and in no event later than two (2) business days after, the Registration
Statement has become effective or a supplement to any prospectus forming a part
of the Registration Statement has been filed;
(g) notify such Investors promptly of any request by the SEC for the
amending or supplementing the Registration Statement or prospectus or for
additional information;
(h) notify such Investors promptly of the Company's reasonable
determination that a post-effective amendment to a Registration Statement or
prospectus would be appropriate;
(i) prepare and file with the SEC, promptly upon the request of any
such Investors, any amendments or supplements to the Registration Statement or
prospectus which, in the opinion of counsel for such Investors (and concurred in
by counsel for the Company), is required under the Securities Act or the rules
and regulations thereunder in connection with the distribution of the
Registrable Securities;
(j) prepare and promptly file with the SEC and promptly notify such
Investors of the filing of such amendment or supplement to the Registration
Statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is
required to be delivered under the Securities Act, any event shall have occurred
as the result of which any such prospectus or any other prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading;
(k) advise such Investors, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of the Registration Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued;
(l) at the request of Investors of a majority of the Registrable
Securities included in the Registration Statement, furnish to the underwriters
or selling shareholders on the date that the Registrable Securities are
delivered to underwriters for sale in connection with a registration pursuant to
this Agreement (i) an opinion, dated 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 and (ii) a letter dated such date, from the independent
certified accountants of the Company, in form an substance as is customarily
given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to the underwriters;
(m) make available for inspection by any underwriters participating in
an offering covering Registrable Securities, and the counsel, accountants or
other agents retained by any such underwriter, all pertinent financial and other
records, 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 underwriters in connection with such offering;
(n) to the extent the Registration Statement is not filed on Form
SB-2, convert such Registration Statement to Form SB-2 as soon as reasonably
practicable following the Company becoming eligible to register securities on
Form SB-2;
(o) if the Common Stock is then listed on a national securities
exchange, cause the Registrable Securities to be listed on such exchange, or if
reported on Nasdaq, to be reported on Nasdaq;
(p) provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the effective date of the
Registration Statement in which Registrable Securities are included; and
(q) comply with all applicable rules and regulations of the Commission
and make generally available to its security holders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder no later than forty five (45) days after the end of any twelve (12)
month period (or ninety (90) days after the end of any twelve (12) month period
if such period is a fiscal year) commencing on the first day of the first fiscal
quarter of the Company, after the effective date of the Shelf Registration
Statement, which statements shall cover said twelve (12) month period.
3.2 Expenses. With respect to each inclusion of Registrable Securities
in a Registration Statement pursuant to Sections 2.1 and 2.2 hereof, the fees,
costs and expenses of registration to be borne by the Company shall include, all
registration, filing, and NASD fees; printing expenses, fees and disbursements
of counsel and accountants for the Company; all legal fees and disbursements and
other expenses of complying with state securities or blue sky laws of any
jurisdictions in which the securities to be offered are to be registered and
qualified. Fees and disbursements of counsel and accountants for the selling
security Investors shall be borne by the selling security Investors, and
security Investors participating in such registration shall bear their pro rata
share of the underwriting discounts and commissions and transfer taxes. If NASD
Rule 2710 or any similar rule requires any broker-dealer to make a filing prior
to executing a sale of Registrable Securities, the Company shall make an Issuer
Filing with the NASD Corporate Financing Department pursuant to NASD Rule 2710
and respond within five (5) business days to any comments received from the NASD
in connection therewith.
4. Certain Obligations of Investors
(a) Each Holder agrees that, upon receipt of any notice from the
Company of the happening of (i) any event of the kind described in 3.1(g),
3.1(h), 3.1(i), 3.1(j) or 3.1(k) hereof, or (ii) a determination by the
Company's Board of Directors that it is advisable to suspend use of the
prospectus for a discrete period of time due to pending corporate developments
such as negotiation of a material transaction which the Company, in its sole
discretion after consultation with legal counsel, determines it would be
obligated to disclose in the Shelf Registration Statement, which disclosure the
Company believes would be premature or otherwise inadvisable at such time or
would have a material adverse effect on the Company and its stockholders, such
Holder will forthwith discontinue disposition of such Registrable Securities
covered by the Shelf Registration Statement or prospectus until such Holder's
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3.1 hereof, or until such Holder is advised in writing by the Company
that the use of the applicable prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such prospectus. The period of time in which
the use of a prospectus or Shelf Registration Statement is so suspended shall be
referred to as a "BLACK-OUT PERIOD." The Company agrees to so advise such Holder
promptly of the commencement and termination of any such Black-Out Period, and
the Holder agrees to keep the fact of such Black-Out Period confidential. The
Company shall not impose a Black-Out Period under this Section 4 for more than
thirty (30) consecutive days and not more than twice in any given twelve (12)
month period; provided, that at least ninety (90) days must pass between
Black-Out Periods. Notwithstanding the foregoing, the Company may suspend the
effectiveness of any Shelf Registration Statement if the SEC rules and
regulations prohibit the Company from maintaining the effectiveness of a Shelf
Registration because its financial statements are stale at a time when its
fiscal year has ended or it has made an acquisition reportable under Item 2 of
Form 8-K or any other similar situation until the earliest time in which the SEC
would allow the Company to re-effect a Shelf Registration Statement (provided
that the Company shall use its reasonable best efforts to cure any such
situation as soon as possible so that the Shelf Registration Statement can be
made effective at the earliest possible time). The Company shall not effect a
Black-Out Period unless the Company also institutes such Black-Out Period
against sales under any Registration Statements on Form S-8 or any other
registration statement that the Company has on file with the SEC at such time.
Notwithstanding the foregoing, the Company undertakes and covenants that until
the first to occur of (i) the end of sixty (60) days following the effective
date of the Shelf Registration Statement, or (ii) the date that all the Shares
and Warrant Shares have been resold pursuant to a registration statement or Rule
144, the Company will not take any action, including, without limitation,
entering into any acquisition, share exchange or sale or other transaction that
could have the effect of delaying the effectiveness of any pending Registration
Statement, requiring a post-effective amendment to be filed or causing a
post-effective amendment to a Registration Statement to not be declared
effective or for a Holder not to be able to effect sales for a period of fifteen
(15) or more days.
(b) In connection with the registration of the Registrable Securities,
each of the Investors shall have the following obligations:
(i) It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Agreement with respect to each
Holder that such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended methods of
disposition of such securities as shall be reasonably required to effect the
registration of the Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request. At
least fifteen (15) days prior to the first anticipated filing date of the
Registration Statement, the Company shall notify each Holder of the information
the Company requires from each such Holder (the "Requested Information") if it
elects to have any of his Registrable Securities included in the Registration
Statement. If within seven (7) days of the filing date the Company has not
received the Requested Information from a Holder (a "Non-Responsive Holder"),
then the Company may file the Registration Statement without including
Registrable Securities of such Non-Responsive Holder.
(ii) Each Holder participating in an underwritten offering agrees to
cooperate with the Company in connection with the preparation and filing of any
Registration Statement hereunder, unless each Holder has notified the Company in
writing of its election to exclude all of its Registrable Securities from the
Registration Statement.
(iii) In the event Investors holding a majority in interest of the
Registrable Securities being sold pursuant to the Shelf Registration Statement
select underwriters for the offering, each Holder agrees to enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, including, without limitation, customary indemnification and contribution
obligations and market stand-off obligations, with the managing underwriter of
such offering and to take such other actions as are reasonably required in order
to expedite or facilitate the disposition of the Registrable Securities being
sold, unless the Lender such Holder has notified the Company in writing of its
election to exclude all of his Registrable Securities from the Registration
Statement.
5.1 Indemnification by the Company. To the extent permitted by law,
the Company will indemnify and hold harmless each holder of Registrable
Securities which are included in a Registration Statement pursuant to the
provisions of Sections 2.1 and 2.2 hereof, such Holder's directors and officers,
and any underwriter (as defined in the Securities Act) for such holder and each
person, if any, who controls such holder or such underwriter within the meaning
of the Securities Act, from and against, and will reimburse such holder and each
such underwriter and controlling person with respect to, any and all loss,
damage, liability, cost and expense to which such holder or any such underwriter
or controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, damages, liabilities, costs or expenses are caused by
any untrue statement or alleged untrue statement of any material fact contained
in a Registration Statement, any 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, in light of the circumstances in which
they were made, not misleading; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, damage, liability,
cost or expenses arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
written information furnished by such holder, such underwriter or such
controlling person specifically for use in the preparation thereof; provided,
however, that the indemnity agreement set forth herein shall not apply (i) to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the prior consent of the Company or (ii)
with respect to any preliminary prospectus, if the untrue statement or omission
of material fact contained in such preliminary prospectus was corrected in an
amended prospectus and the Company has provided notice of such amendment to each
Investor pursuant to Section 3.1 hereof.
5.2 Indemnification by the Investors. Each holder of Registrable
Securities included in a registration pursuant to the provisions of Sections 2.1
and 2.2 hereof will indemnify and hold harmless the Company, its directors and
officers, any controlling person and any underwriter from and against, and will
reimburse the Company, its directors and officers, any controlling person and
any underwriter with respect to, any and all loss, damage, liability, cost or
expense to which the Company or any controlling person and/or any underwriter
may become subject under the Securities Act or otherwise, insofar as such
losses, damages, liabilities, costs or expenses are caused by any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any 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, in light of the circumstances in which
they were made, not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was so made in reliance upon and in strict conformity with
written information furnished by or on behalf of such Holder specifically for
use in the preparation thereof and provided further, that the maximum amount
that may be recovered from any holder shall be limited to the net amount of
proceeds received by such Holder from the sale of the Registrable Securities.
5.3 Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 5 of a 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 hereunder,
deliver to the indemnifying party a written notice of the commencement thereof.
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall relieve such
indemnifying party of any liability to the indemnified party under this Section
5 only to the extent prejudicial to its ability to defend such action, but the
omission so to deliver written notice to the indemnifying party will not relieve
it of any liability that it may have to an indemnified party otherwise than
under this Agreement. 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 control of 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
reasonable fees and expenses to be paid by the indemnifying party, if in the
reasonable determination of counsel for the indemnifying party, representation
of such indemnified party by the counsel obtained by the indemnifying party
would be inappropriate due to actual or potential conflicting interests between
such indemnified party and any other party represented by such counsel in such
proceeding. After notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party pursuant to the provisions of paragraph
5.1 or 5.2 above for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation, unless (i) the indemnified party shall have employed
counsel in accordance with the provisions of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after the notice of the commencement of the action or (iii) the
indemnifying party has authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party.
5.4 Contribution. To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 5 hereof to the extent permitted by law, provided that (i)
no contribution shall be made under circumstances where the maker would not have
been liable for indemnification pursuant to the provisions of Section 5 hereof,
(ii) no seller of Registrable Securities guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
such fraudulent misrepresentation, and (iii) contribution by any seller of
Registrable Securities shall be limited to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.
6.1 Assignable Rights. The rights with respect to the Registrable
Securities under this Agreement shall, in addition to being for the benefit of
the parties hereto, be for the benefit of and enforceable by a transferee of the
Registrable Securities, provided that the Company is furnished with written
notice of the name and address of such transferee or assignee with respect to
which such registration rights are being assigned, such notice provides a
written agreement for the transferee or assignee to be bound by the terms and
provisions of this Agreement and the Loan Agreement and such assignment or
transfer is in accordance with and permitted by applicable Federal and state
securities laws and the terms of the Loan Agreement. The obligations of the
Company contained in this Agreement shall be binding upon any successor to the
Company and continue to be in effect with respect to any securities issued by
any successor to the Company in substitution or exchange for any Registrable
Securities.
6.2 Reports Under Exchange Act. With a view to making available to the
Investors of Registrable Securities the benefits of Rule 144 and any other rule
or regulation of the SEC that may at any time permit the Investors of the
Registrable Securities to sell any of the Registrable Securities to the public
without registration, the Company agrees to apply its best efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times;
(b) 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;
(c) furnish to each holder of Registrable Securities, forthwith upon
request (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company and (iii) such other
information as may be reasonably requested in availing the Investors of any
Registrable Securities of any rule or regulation of the SEC which permits the
selling of any such securities without registration; and
(d) direct its counsel to issue an appropriate legal opinion
instructing the Company's transfer agent to remove the legend with respect to
such Registrable Securities, subject to Investor providing any documentation
reasonably requested by the Company or its counsel for review in connection with
such request.
7. Miscellaneous.
(a) Amendments and Waivers. This Agreement may be amended only by a
writing signed by the Company and the Required Investors. The Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company shall have obtained the written consent to
such amendment, action or omission to act, of the Required Investors.
(b) Notices. All notices and other communications provided for or
permitted hereunder shall be made as set forth in Section 9.4 of the Purchase
Agreement.
(c) Benefits of the Agreement. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
(d) Counterparts; Faxes. 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. This Agreement may also
be executed via facsimile, which shall be deemed an original.
(e) Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(f) Severability. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof but shall be interpreted as if it
were written so as to be enforceable to the maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereby
waive any provision of law which renders any provisions hereof prohibited or
unenforceable in any respect.
(g) Further Assurances. The parties shall execute and deliver all
such further instruments and documents and take all such other actions as may
reasonably be required to carry out the transactions contemplated hereby and to
evidence the fulfillment of the agreements herein contained.
(h) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
(i) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
This Agreement shall be governed by, and construed in accordance with the laws
of the State of New York without regard to the choice of law principles thereof.
Each of the parties hereto irrevocably submits to the exclusive jurisdiction of
the courts of the State of New York for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby. Service of process in connection with any such
suit, action or proceeding may be served on each party hereto anywhere in the
world by the same methods as are specified for the giving of notices under this
Agreement. Each of the parties hereto irrevocably consents to the jurisdiction
of any such court in any such suit, action or proceeding and to the laying of
venue in such court. Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused
their duly authorized officers to execute this Agreement as of the date first
above written.
The Company: New World Entertainment Corp.
By:_________________________
Name: Xxxxxxxx Xxxxxx
Title: Director and President
The Lender: Global Developments Inc.
By:_________________________
Name: Xxxx Xxxxxx
Title: Director
The Lender: 555 Holdings LLC
By: _________________________
Name: Xxxx Xxxxxx
Title: ___________________
