Exhibit 4.5
REGISTRATION RIGHTS AGREEMENT dated as of November 1, 1999
(the "Agreement"), by and among:
(i) THCG, Inc., a Utah corporation and formerly known as Walnut
Financial Services, Inc. (the "Company"); and
(ii) the parties listed as purchasers on the signature pages hereof
(each a "Purchaser" and, collectively, the "Purchasers").
W I T N E S S E T H:
The Company and Purchasers have entered into a Securities
Purchase Agreement dated as of October 22, 1999 (the "Purchase Agreement")
pursuant to which Purchasers are purchasing from the Company an aggregate of up
to 932,500 shares (the "Shares") of the Company's Common Stock, $.01 par value
per share (the "Common Stock").
Capitalized terms used in this Agreement without definition
have the meanings assigned to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, Greenwich and the Company hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Business Day" shall mean any Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in New York
City are authorized or required by law, regulation or executive order to close.
"Greenwich Funds" shall mean Greenwich Street Capital Partners
II, L.P., a Delaware limited partnership, GSCP Offshore Fund, L.P., a Cayman
Islands limited partnership, Greenwich Fund, L.P., a Delaware limited
partnership, Greenwich Street Employees Fund, L.P., a Delaware limited
partnership, and TRV Executive Fund, L.P., a Delaware limited partnership.
"Greenwich Registration Rights Agreement" shall mean that
certain registration rights agreement dated November 1, 1999 among the Company
and the Greenwich Funds.
"Holder" shall mean any Person that owns Registrable
Securities. For purposes of this Agreement, the Company may deem the registered
holder of a Registrable Security as the Holder thereof, regardless of any notice
to the Company.
"NASD" shall mean the National Association of Securities
Dealers.
"Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, limited liability company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.
"Prospectus" shall mean the prospectus included in any
Registration Statement, as amended or supplemented by a 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
materials incorporated by reference in such prospectus.
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"Registrable Securities" shall mean (i) the Shares, and (ii)
any other securities issued or issuable as a result of or in connection with any
stock dividend, stock split or reverse stock split, combination,
recapitalization, reclassification, merger or consolidation, exchange or
distribution in respect of such Common Stock.
"Registration Expenses" shall have the definition set forth in
Section 5.
"Registration Statement" shall mean any registration statement
which covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included therein, all amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits and all materials incorporated by reference in such registration
statement.
"Requesting Securityholder" shall have the meaning set forth
in Section 3.
"Rule 415" shall mean Rule 415 promulgated under the
Securities Act, as amended from time to time, or any similar successor rule
thereto that may be promulgated by the SEC.
"SEC" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Securities
Act.
"Securities Act" shall mean the Securities Act of 1933, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.
"Underwritten Offering" shall mean a registered offering in
which securities of the Company are sold to an underwriter on a firm commitment
basis for reoffering to the public.
2. Securities Subject to this Agreement. The securities entitled
to the benefits of this Agreement are the Registrable Securities but, with
respect to any particular Registrable Security, only so long as Purchaser or its
Affiliates or Related Persons continue to be the Holder of such Registerable
Security. A Registrable Security that has ceased to be a Registrable Security
cannot thereafter become a Registrable Security.
3. Piggyback Registration. (a) If, during the term of this
Agreement, the Company at any time proposes to file a registration statement
with respect to any class of equity securities, other than for the registration
of securities for sale on a continuous or delayed basis pursuant to Rule 415,
whether (i) for its own account (other than in connection with a registration
statement on Form S-4 or S-8 (or any successor or substantially similar form),
and other than in connection with (x) an employee stock option, stock purchase
or compensation plan or of securities issued or issuable pursuant to any such
plan or (y) a dividend reinvestment plan), or (ii) for the account of a holder
of securities of the Company pursuant to demand registration rights granted by
the Company (a "Requesting Securityholder"), then the Company shall in each case
give written notice of such proposed filing to all Holders of Registrable
Securities at least thirty (30) days before the anticipated filing date of any
such registration statement by the Company, and such notice shall offer to all
Holders the opportunity to have any or all of the Registrable Securities held by
such Holders included in such registration statement. Each Holder of Registrable
Securities desiring to have its Registrable Securities registered under this
Section 3 shall so advise the Company in writing within fifteen (15) days after
the date of receipt of such notice (which request shall set forth the amount of
Registrable Securities for which registration is requested), and the Company
shall use its best efforts to include in such registration statement all such
Registrable Securities so requested to be included therein.
(b) Notwithstanding Section 3(a), if the managing underwriter
or underwriters of any such proposed public offering reasonably advises the
Company that the total amount or kind of securities which the Company, the
Holders of Registrable Securities and any other Persons or entities intended to
be included in such proposed public offering is sufficiently large to adversely
affect the success of such proposed public offering, then the amount or kind of
securities to be offered for the accounts of any person intended to be included
in the proposed
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offering, other than the Company, the Requesting Securityholders and the
Greenwich Funds pursuant to the Greenwich Registration Rights Agreement, but
including the Holders of Registrable Securities, shall be reduced (to zero if
necessary) to the extent necessary to reduce the total amount or kind of
securities to be included in such proposed public offering to the amount or kind
recommended by such managing underwriter or underwriters, provided, however that
such reduction will be on a pro rata basis, based on the aggregate number of
securities to be offered for the accounts of all other persons intended to be
included in the proposed offering and all Holders of Registrable Securities,
before any reduction in the number or kind of securities to be offered by
Requesting Securityholders, the Company or the Greenwich Funds pursuant to the
Greenwich Registration Rights Agreement.
(c) Anything to the contrary in this Agreement
notwithstanding, the Company may withdraw or postpone a registration statement
referred to in this Section 3 at any time before it becomes effective or
withdraw, postpone or terminate the offering after it becomes effective without
any obligation to any Holder or Holders of the Registrable Securities.
4. Registration Procedures.
(a) General. In connection with the Company's registration
obligations pursuant to Section 3, the Company will:
(i) as soon as practicable, but in no event
later than three (3) Business Days before filing any Registration Statement, any
related Prospectus or any amendment or supplement thereto, other than any
amendment or supplement made solely as a result of incorporation by reference of
documents filed with the SEC subsequent to the filing of such Registration
Statement, the Company shall furnish to the Holders of the Registrable
Securities covered by such Registration Statement copies of all such documents
proposed to be filed, which documents shall be subject to the review of such
Holders;
(ii) notify the selling Holders of Registrable
Securities promptly (u) when a new Registration Statement, Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to any new Registration Statement or post-effective amendment, when it
has become effective, (v) of any request by the SEC for amendments or
supplements to any Registration Statement or Prospectus or for additional
information, (w) of the issuance by the SEC of any comments with respect to any
filing, (x) of any stop order suspending the effectiveness of any Registration
Statement or the initiation of any proceedings for that purpose, (y) of any
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, and (z) if there is a misstatement, untrue statement or omission of a
material fact in any Registration Statement, Prospectus or any document
incorporated therein by reference or if any event occurs which requires the
making of any changes in any Registration Statement, Prospectus or any document
incorporated therein by reference in order to make the statements therein (in
the case of any Prospectus, in the light of the circumstances under which they
were made) not misleading;
(iii) furnish to each selling Holder of
Registrable Securities, without charge, as many conformed copies as may
reasonably be requested of the then effective Registration Statement and any
post-effective amendments thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits (including
those incorporated by reference);
(iv) deliver to each selling Holder of
Registrable Securities, without charge, as many copies of the then effective
Prospectus (including each prospectus subject to completion) and any amendments
or supplements thereto as such Holders may reasonably request;
(v) use its reasonable best efforts to register
or qualify or cooperate with the selling Holders of Registrable Securities and
their respective counsel in connection with the registration or qualification of
such Registrable Securities for offer and sale under the securities or "blue
sky" laws of such jurisdictions as any selling
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Holder of Registrable Securities reasonably requests in writing; provided,
however, that the Company will not be required to (1) qualify to do business in
any jurisdiction where it would not otherwise be required to qualify, but for
this paragraph (v), (2) subject itself to general taxation in any such
jurisdiction, or (3) file a general consent to service of process in any such
jurisdiction;
(vi) cooperate with the selling Holders of
Registrable Securities to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends;
(vii) cause all Registrable Securities covered by
the Registration Statement to be listed on each securities exchange (or
quotation system operated by a national securities association) on which
identical securities issued by the Company are then listed if requested by the
Holders of a majority of the Registrable Securities, and enter into customary
agreements including, if necessary, a listing application and indemnification
agreement in customary form, and provide a transfer agent for such Registrable
Securities no later than the effective date of such Registration Statement;
(viii) otherwise use its best efforts to comply in
all material respects with all applicable rules and regulations of the SEC
relating to such registration and the distribution of the securities being
offered and make generally available to its securities holders earnings
statements satisfying the provisions of Section 10(a) of the Securities Act;
(ix) subject to the proviso in Section 4(a)(v),
use its reasonable best efforts to cause the Registrable Securities covered by
the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof to consummate the disposition of such Registrable Securities
(other than as may be required by the governmental agencies or authorities of
any foreign jurisdiction and other than as may be required by a law applicable
to a selling Holder by reason of its own activities or business other than the
sale of Registrable Securities);
(x) provide a transfer agent and registrar for
all such Registrable Securities not later than the effective date of such
Registration Statement;
(xi) in the event of the issuance of any stop
order suspending the effectiveness of a Registration Statement, or of any order
suspending or preventing the use of any related Prospectus or suspending the
qualification of any Common Stock included in such Registration Statement for
sale in any jurisdiction, the Company will use its reasonable best efforts
promptly to obtain the withdrawal of each order; and
(xii) obtain a "cold comfort" letter from the
Company's independent public accountants in customary form and covering such
matters of the type customarily covered by "cold comfort" letters as the Holders
of a majority of the Registrable Securities covered by the Registration
Statement reasonably request.
As a condition precedent to the participation in any
registration hereunder, the Company may require each seller of Registrable
Securities as to which any such registration is being effected to furnish to the
Company such information regarding such seller and the distribution of such
securities as the Company may from time to time reasonably request to comply
with the applicable provisions of the Securities Act.
(b) Each Holder of Registrable Securities agrees by
acquisition of such Registrable Securities that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
4(a)(ii), such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to the then current Prospectus until (i) such Holder is
advised in writing by the Company that a new Registration Statement covering the
offer of Registrable Securities has become effective under the Securities Act or
(ii) such Holder receives copies of any required supplemented or amended
Prospectus, or until such Holder is advised in writing by the Company that the
use
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of the Prospectus may be resumed. If so directed by the Company, on the
happening of such event, the Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice.
5. Registration Expenses. All expenses incident to the Company's
performance of or compliance with this Agreement, including all registration and
filing fees, fees and expenses of compliance with securities or "blue sky" laws
(including reasonable fees and disbursements of counsel in connection with "blue
sky" qualifications or registrations (or the obtaining of exemptions therefrom)
of the Registrable Securities), printing expenses (including expenses of
printing Prospectuses), messenger and delivery expenses, fees and disbursements
of its counsel and its independent certified public accountants, securities acts
liability insurance (if the Company elects to obtain such insurance), fees and
expenses of any special experts retained by the Company in connection with any
registration hereunder, fees and expenses of other Persons retained by the
Company and fees and expenses in connection with any review of the underwriting
arrangements by the NASD (all such expenses being referred to as "Registration
Expenses"), shall be borne by the Company; provided, that Registration Expenses
shall not include any fees and expenses of counsel for the Holders,
out-of-pocket expenses incurred by the Holders and underwriting discounts,
commissions or fees attributable to the sale of the Registrable Securities.
6. Indemnification.
(a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, but without
duplication, each Holder of Registrable Securities (and its Affiliates,
partners, shareholders, officers and directors), and each Person who controls
such Holder (within the meaning of the Securities Act), against all losses,
claims, damages, liabilities and expenses (including reasonable costs of
investigation and reasonable legal fees and expenses) resulting from any untrue
statement or alleged untrue statement of a material fact in, or any omission or
alleged omission of a material fact required to be stated in, any Registration
Statement or Prospectus or necessary to make the statements therein (in the case
of a Prospectus in light of the circumstances under which they were made) not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by any Holder or any
underwriters expressly for use therein. The Company will also indemnify
underwriters participating in the distribution, their officers, directors,
employees, partners and agents, and each Person who controls such underwriters
(within the meaning of the Securities Act), to the same extent as provided above
in this Section 6(a) with respect to the indemnification of the Holders of
Registrable Securities, if so requested.
(b) Indemnification by Holders of Registrable Securities. In
connection with any Registration Statement in which a Holder of Registrable
Securities is participating, each such Holder will furnish to the Company in
writing such information and affidavits as the Company reasonably requests for
use in connection with any such Registration Statement or Prospectus and agrees
to indemnify and hold harmless, to the full extent permitted by law, but without
duplication, the Company, its Affiliates, officers, directors, stockholders,
employees, advisors and agents, and each Person who controls the Company (within
the meaning of the Securities Act), against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and
reasonable legal fees and expenses) resulting from any untrue statement or
alleged untrue statement of material fact in, or any omission or alleged
omission of a material fact required to be stated in, the Registration Statement
or Prospectus or necessary to make the statements therein (in the case of a
Prospectus in light of the circumstances under which they were made) not
misleading, to the extent, but only to the extent, that such untrue or alleged
untrue statement or omission or alleged omission is contained in any information
or affidavit so furnished in writing by such Holder to the Company specifically
for inclusion therein. The Holders participating in any Registration Statement
will also indemnify underwriters participating in the distribution, their
officers, directors, employees, partners and agents, and each Person who
controls such underwriters (within the meaning of the Securities Act), to the
same extent as provided above in this Section 6(b) with respect to the
indemnification of the Company, if so requested. The Company and the other
Persons described above in this Section 6(b) shall be entitled to receive
indemnities from underwriters participating in
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the distribution to the same extent as provided above with respect to
information furnished in writing by such Persons specifically for inclusion in
any Prospectus or Registration Statement.
(c) Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder will (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel of such indemnifying party's choice; provided, however, that any Person
entitled to indemnification hereunder shall have the right to employ separate
counsel and to participate in (but not control) the defense of such claim, but
the fees and expenses of such counsel shall be at the expense of such
indemnified Person unless (A) the indemnifying party shall have failed to assume
the defense of such claim and employ counsel reasonably satisfactory to the
indemnified party in a timely manner or (B) in the reasonable judgment of any
such Person, based upon a written opinion of its counsel, a conflict of interest
may exist between such Person and the indemnifying party with respect to such
claims (in which case, if the Person notifies the indemnifying party in writing
that such Person elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense of such claim on behalf of such Person). No indemnifying party will
be subject to any liability for any settlement made without its consent. No
indemnified party will be required to consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect of such claim or litigation. An indemnifying party who
is not entitled to, or elects not to, assume the defense of the claim will not
be obligated to pay the fees and expenses of more than one counsel (except one
local counsel if required in a specific instance) for all parties indemnified by
such indemnifying party with respect to such claim.
(d) Contribution. If for any reason the indemnification
provided for in Section 6(a) or Section 6(b) is unavailable to an indemnified
party or insufficient to hold it harmless as contemplated by Section 6(a) and
Section 6(b), then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim, damage,
liability or expense in such proportion as is appropriate to reflect not only
the relative benefits received by the indemnifying party and the indemnified
party, but also the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement or the omission or alleged omission relates
to information supplied by the indemnifying party or parties on the one hand, or
the indemnified party or parties on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 10(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. In no event shall any participating Holder be
required to contribute any amount in excess of the proceeds received by such
Holder from the Registrable Securities offered and sold by such Holder pursuant
to such Registration Statement.
7. Participation in Underwritten Registrations. No Person may
participate in any Underwritten Offering hereunder unless such Person (i) agrees
to sell such Person's Registrable Securities on the basis provided in any
customary underwriting arrangements approved by the Persons entitled hereunder
to approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements. Nothing in this
Section 7 shall be construed to create any additional rights regarding the
registration of Registrable Securities in any Person otherwise than as set forth
herein.
8. Term of Agreement. This Agreement may be terminated at any
time by a written instrument signed by Holders of all of the Registrable
Securities then outstanding. Unless sooner terminated in accordance with the
preceding sentence, this Agreement shall terminate in its entirety on such date
as the Purchasers shall cease to be the Holders of all Registrable Securities.
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9. Entire Agreement; Assignment. This Agreement (a) constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof
and (b) shall not be assigned by operation of law or otherwise.
10. Amendment. The provisions of this Agreement, including the
provisions of this Section 10, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of Holders of a majority of
the Registrable Securities then outstanding, and any such consent so obtained
shall be binding on all Holders of Registrable Securities.
11. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in Person, by cable,
telegram, facsimile or telex, or by registered or certified mail (postage
prepaid, return receipt requested), to the other party as follows:
if to the Purchaser: At the address given by such Purchaser on his
signature page to the Purchase Agreement.
if to the Company to: THCG, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
Facsimile: (000) 000-0000
with a copy to: Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
or to such other address, facsimile number or Person's attention as the Person
to whom notice is given may have previously furnished to the other in writing in
the manner set forth above.
12. Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and its successors and
permitted assigns, and except in regard to the parties indemnified pursuant to
Section 6, nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Agreement; however, any Affiliate
or Related Person of Greenwich which becomes a Holder of Registrable Securities
shall be entitled to the benefits of this Agreement.
13. Severability. If any term or other provision of this Agreement
is invalid, illegal or unenforceable, all other provisions of this Agreement
shall remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially
adverse to any party.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
15. Interpretation. The headings herein are for convenience of
reference only, do not constitute part of this Agreement and shall not be deemed
to limit or otherwise affect any of the provisions hereof. Where a reference in
this Agreement is made to a Section or Exhibit, such reference shall be to a
Section or Exhibit to this Agreement unless otherwise indicated. Where the
reference "hereof," "hereby" or "herein" appears in this Agreement, such
reference shall be deemed to be a reference to this Agreement as a whole.
Whenever the words "include," "includes" or
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"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation." Words denoting the singular include the plural,
and vice versa, and references to it or its or words denoting any gender shall
include all genders.
16. Governing Law; Submission to Jurisdiction. THIS AGREEMENT
SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED,
CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. EACH OF THE
PARTIES HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE
COURT SITTING IN THE COUNTY OF NEW YORK AND ANY FEDERAL COURT SITTING IN THE
SOUTHERN DISTRICT OF THE STATE OF NEW YORK IN RESPECT OF ANY SUIT OR PROCEEDING
RELATED TO OR ARISING OUT OF THIS AGREEMENT. EACH PARTY HERETO ALSO HEREBY
IRREVOCABLY WAIVES ANY OBJECTION TO THE LAYING OF THE VENUE OF ANY SUCH SUIT OR
PROCEEDING IN ANY SUCH COURT AND FURTHER WAIVES ANY CLAIM THAT ANY SUCH SUIT OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
IN ADDITION TO ANY OTHER FORM OF SERVICE OF PROCESS AUTHORIZED BY LAW, SERVICE
OF PROCESS IN ANY SUIT OR PROCEEDING HEREUNDER SHALL BE SUFFICIENT IF MAILED TO
EACH PARTY HERETO AT THE ADDRESS SPECIFIED IN SECTION 11, AND SUCH SERVICE SHALL
CONSTITUTE "PERSONAL SERVICE" FOR PURPOSES OF SUCH SUIT OR PROCEEDING.
17. Waiver of Jury Trial. THE PURCHASERS AND THE COMPANY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
***
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IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
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IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxxxx Art
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
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IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
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IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
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IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
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IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
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IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-15-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-16-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser: XX XXXXX PARTNERS
By: /s/ LeHagen Partners
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_____________________
Services, Inc.)
By: /s/ Xxx Xxxxx
-----------------------
Authorized Officer
-17-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-18-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxx Xxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-19-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Anders Brag
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-20-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxx Xxxxxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-21-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-22-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxx Xxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-23-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-24-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-25-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxxx Gegenneimer
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-26-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-27-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-28-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-29-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxx Xxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-30-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser: MODAN ASSOCIATES
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-31-
IN WITNESS WHEREOF, each of the parties has caused this
Registration Rights Agreement to be duly executed on its behalf as of the day
and year first above written.
Purchaser:
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name:
Social Security Number or other Taxpayer
Identification Number:
---------------------------------------
Address:_______________________________
---------------------------------------
THCG, Inc. (formerly Walnut Financial Facsimile No.:_________________________
Services, Inc.)
By: /s/ Xxx Xxxxx
---------------------------
Authorized Officer
-32-
