REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is
made and entered into as of June 9, 2003, by and between Cycle Country
Accessories Corp., a Nevada corporation (the "Company"), and Laurus
Master Fund, Ltd., a Cayman Islands company (the "Purchaser").
This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof, by and among the Purchaser,
the Company and Cycle Country Accessories Corp. subsidiary
("Subsidiary") (the "Purchase Agreement"), and pursuant to the
Preferred Stock and Warrant.
The Company and the Purchaser hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise
defined herein that are defined in the Purchase Agreement shall have
the meanings given such terms in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:
"Effectiveness Date" means the 120th day following the
Closing Date.
"Effectiveness Period" shall have the meaning set forth in
Section 2(a).
"Filing Date" means, with respect to the Registration
Statement required to be filed hereunder, the 90th day following the
Closing Date.
"Holder" or "Holders" means the Purchaser or any of its
affiliates or transferees to the extent any of them hold Registrable
Securities.
"Indemnified Party" shall have the meaning set forth in
Section 5(c).
"Indemnifying Party" shall have the meaning set forth in
Section 5(c).
"Losses" shall have the meaning set forth in Section 5(a).
"Preferred Stock" means preferred stock of the Subsidiary
issued on the date hereof.
"Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.
"Prospectus" means the prospectus included in a
Registration Statement (including, without limitation, a prospectus
that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), 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 the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.
"Registrable Securities" means the shares of Common Stock
issued upon the conversion of to the Preferred Stock and issuable upon
exercise of the Warrant.
"Registration Statement" means the registration statement
required to be filed hereunder, including the Prospectus, amendments
and supplements to such registration statement or Prospectus,
including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.
"Rule 144" means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.
"Rule 415" means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.
"Rule 424" means Rule 424 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.
"Warrant" means the Common Stock purchase warrant issued
pursuant to the Purchase Agreement.
2. Registration.
(a) On or prior to the Filing Date, the Company shall
prepare and file with the Commission a Registration Statement covering
the Registrable Securities for an offering to be made on a continuous
basis pursuant to Rule 415. The Registration Statement shall be on
Form SB-2 (except if the Company is not then eligible to register for
resale the Registrable Securities on Form SB-2, in which case such
registration shall be on another appropriate form in accordance
herewith). The Company shall cause the Registration Statement to
become effective and remain effective as provided herein. The Company
shall use its reasonable commercial efforts to cause the Registration
Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event no
later than the Effectiveness Date, and shall keep the Registration
Statement continuously effective under the Securities Act until the
date which is the earlier date of when (i) all Registrable Securities
have been sold or (ii) all Registrable Securities may be sold
immediately without registration under the Securities Act and without
volume restrictions pursuant to Rule 144(k), as determined by the
counsel to the Company pursuant to a written opinion letter to such
effect, addressed and acceptable to the Company's transfer agent and
the affected Holders (the "Effectiveness Period").
(b) If: (i) any Registration Statement is not filed on or
prior to the Filing Date; (ii) a Registration Statement filed
hereunder is not declared effective by the Commission by the
Effectiveness Date; (iii) after a Registration Statement is filed with
and declared effective by the Commission, such Registration Statement
ceases to be effective (by suspension or otherwise) as to all
Registrable Securities to which it is required to relate at any time
prior to the expiration of the Effectiveness Period (without being
succeeded immediately by an additional registration statement filed
and declared effective) for a period of time which shall exceed 30
days in the aggregate per year or more than 20 consecutive calendar
days (defined as a period of 365 days commencing on the date the
Registration Statement is declared effective); or (iv) the Common
Stock is not listed or quoted, or is suspended from trading on any
Trading Market for a period of three (3) consecutive Trading Days
(provided the Company shall not have been able to cure such trading
suspension within 30 days of the notice thereof or list the Common
Stock on any of the NASDAQ SmallCap Market, the Nasdaq National
Market, or the American Stock Exchange (the "Trading Market"))(any
such failure or breach being referred to as an "Event," and for
purposes of clause (i), (ii) or (v) the date on which such Event
occurs, or for purposes of clause (iii) the date which such 30 day or
20 consecutive day period (as the case may be) is exceeded, or for
purposes of clause (iv) the date on which such three (3) Trading Day
period is exceeded, being referred to as "Event Date"), then until the
applicable Event is cured, the Company shall pay to each Holder an
amount in cash, as liquidated damages and not as a penalty, equal to
2.0% for each thirty (30) day period (prorated for partial periods) on
a daily basis of the issued and outstanding Preferred Stock. Such
liquidation damages shall be paid not less than each thirty (30) days
during an Event and within three (3) days following the date on which
such Event has been cured by the Company.
3. Registration Procedures. If and whenever the Company is
required by the provisions hereof to effect the registration of the
Registrable Securities under the Act, the Company will, as
expeditiously as possible:
(a) prepare and file with the SEC a registration statement
with respect to such securities, promptly as possible respond to any
comments received from the SEC and use its best efforts to cause such
registration statement to become and remain effective for the period
of the distribution contemplated thereby (determined as herein
provided), and promptly provide to the Purchaser copies of all filings
and SEC letters of comment;
(b) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all
securities covered by the registration statement and to keep such
registration statement effective until the earlier of: (i) six months
after the latest exercise period of the Warrant; (ii) four years after
the Closing Date, or (iii) the date on which the Purchaser has
disposed of all of the Registrable Securities covered by such
registration statement in accordance with the Purchaser's intended
method of disposition set forth in such registration statement for
such period;
(c) furnish to the Purchaser such number of copies of the
registration statement and the prospectus included therein (including
each preliminary prospectus) as the Purchaser reasonably may request
to facilitate the public sale or disposition of the securities covered
by such registration statement;
(d) use its commercially reasonable efforts to register
or qualify the Purchaser's Registrable Securities covered by such
registration statement under the securities or "blue sky" laws of such
jurisdictions as the Purchaser, provided, however, that the Company
shall not for any such purpose be required to qualify generally to
transact business as a foreign corporation in any jurisdiction where
it is not so qualified or to consent to general service of process in
any such jurisdiction;
(e) list the Registrable Securities covered by such
registration statement with any securities exchange on which the
Common Stock of the Company is then listed;
(f) immediately notify the Purchaser at any time when a
prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event of which the Company has
knowledge as a result of which the prospectus contained in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;
and
(g) make available for inspection by the Purchaser and any
attorney, accountant or other agent retained by the Purchaser, all
publicly available, non-confidential financial and other records,
pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors and employees to supply all publicly
available, non-confidential information reasonably requested by the
attorney, accountant or agent of the Purchaser.
4. Registration Expenses. All expenses relating to the
Company's compliance with Sections 2 and 3 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel and independent public accountants for
the Company, fees and expenses (including reasonable counsel fees)
incurred in connection with complying with state securities or "blue
sky" laws, fees of the NASD, transfer taxes, fees of transfer agents
and registrars, fees of, and disbursements incurred by, one counsel
for the Holders, and costs of insurance are called "Registration
Expenses". All selling commissions applicable to the sale of
Registrable Securities, including any fees and disbursements of any
special counsel to the Holders beyond those included in Registration
Expenses, are called "Selling Expenses." The Company shall be
responsible for all Registration Expenses.
5. Indemnification.
(a) In the event of a registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, the
Company will indemnify and hold harmless the Purchaser, and its
officers, directors and each other person, if any, who controls the
Purchaser within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which the
Purchaser, or such persons may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such Registrable
Securities were registered under the Securities Act pursuant to this
Agreement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Purchaser,
and each such person for any reasonable legal or other expenses
incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that
the Company will not be liable in any such case if and to the extent
that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission
or alleged omission so made in conformity with information furnished
by the Purchaser or any such person in writing specifically for use in
any such document.
(b) In the event of a registration of the Registrable
Securities under the Securities Act pursuant to this Agreement, the
Purchaser will indemnify and hold harmless the Company, and its
officers, directors and each other person, if any, who controls the
Company within the meaning of the Securities Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company
or such persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact which was
furnished in writing by the Purchaser to the Company expressly for use
in (and such information is contained in) the registration statement
under which such Registrable Securities were registered under the
Securities Act pursuant to this Agreement, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
and will reimburse the Company and each such person for any reasonable
legal or other expenses incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action, provided, however, that the Purchaser will be liable in any
such case if and only to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in
conformity with information furnished in writing to the Company by the
Purchaser specifically for use in any such document. Notwithstanding
the provisions of this paragraph, the Purchaser shall not be required
to indemnify any person or entity in excess of the amount of the
aggregate net proceeds received by the Purchaser of Registrable
Securities in connection with any such registration under the
Securities Act.
(c) Promptly after receipt by an indemnified party
hereunder of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party hereunder, notify the indemnifying
party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it
may have to such indemnified party other than under this Section 5(c)
and shall only relieve it from any liability which it may have to such
indemnified party under this Section 5(c) if and to the extent the
indemnifying party is prejudiced by such omission. In case any such
action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof with
counsel satisfactory to such indemnified party, and, after notice from
the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall
not be liable to such indemnified party under this Section 5(c) for
any legal expenses subsequently incurred by such indemnified party in
connection with the defense thereof; if the indemnified party retains
its own counsel, then the indemnified party shall pay all fees, costs
and expenses of such counsel, provided, however, that, if the
defendants in any such action include both the indemnified party and
the indemnifying 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 indemnified parties shall have the right to
select one separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other
expenses related to such participation to be reimbursed by the
indemnifying party as incurred.
(d) In order to provide for just and equitable
contribution in the event of joint liability under the Securities Act
in any case in which either (i) the Purchaser, or any controlling
person of the Purchaser, makes a claim for indemnification pursuant to
this Section 5(c) but it is judicially determined (by the entry of a
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 5(c) provides for
indemnification in such case, or (ii) contribution under the
Securities Act may be required on the part of the Purchaser or
controlling person of the Purchaser in circumstances for which
indemnification is provided under this Section 5(c); then, and in each
such case, the Company and the Purchaser will contribute to the
aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion so that
the Purchaser is responsible only for the portion represented by the
percentage that the public offering price of its securities offered by
the registration statement bears to the public offering price of all
securities offered by such registration statement, provided, however,
that, in any such case, (A) the Purchaser will not be required to
contribute any amount in excess of the public offering price of all
such securities offered by it pursuant to such registration statement;
and (B) no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 10(f) of the Act) will be entitled to
contribution from any person or entity who was not guilty of such
fraudulent misrepresentation.
6. Representations and Warranties.
(a) The Common Stock of the Company is registered pursuant
to Section 12(b) or 12(g) of the Exchange Act and the Company has
timely filed all proxy statements, reports, schedules, forms,
statements and other documents required to be filed by it under the
Exchange Act. The Company has filed (i) its Annual Report on Form 10-
K for the fiscal year ended December 31, 2002 and (ii) its Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2003
(collectively, the "SEC Reports"). The Company is eligible to file
with the Commission a registration statement on Form SB-2 pursuant to
Instruction I.B.3 thereof. Each SEC Report was, at the time of its
filing, in substantial compliance with the requirements of its
respective form and none of the SEC Reports, nor the financial
statements (and the notes thereto) included in the SEC Reports, as of
their respective filing dates, contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. The
financial statements of the Company included in the SEC Reports comply
as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission
or other applicable rules and regulations with respect thereto. Such
financial statements have been prepared in accordance with generally
accepted accounting principles ("GAAP") applied on a consistent basis
during the periods involved (except (i) as may be otherwise indicated
in such financial statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may not include
footnotes or may be condensed) and fairly present in all material
respects the financial condition, the results of operations and the
cash flows of the Company and its subsidiaries, on a consolidated
basis, as of, and for, the periods presented in each such SEC Report.
(b) The Company Common Stock is listed for trading on the
Nasdaq National Market and satisfies all requirements for the
continuation of such listing. The Company has not received any notice
that its Common Stock will be delisted from the Nasdaq National Market
or that the Common Stock does not meet all requirements for the
continuation of such listing.
(c) Neither the Company, nor any of its affiliates, nor
any person acting on its or their behalf, has directly or indirectly
made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would cause the offering of
the Securities pursuant to this Agreement to be integrated with prior
offerings by the Company for purposes of the Securities Act which
would prevent the Company from selling the Common Stock pursuant to
Rule 506 under the Securities Act, or any applicable exchange-related
stockholder approval provisions. Nor will the Company or any of its
affiliates or subsidiaries take any action or steps that would cause
the offering of the Securities to be integrated with other offerings.
(d) The Registrable Securities are restricted securities
under the Securities Act as of the date of this Agreement. The
Company will not issue any stop transfer order or other order impeding
the sale and delivery of any of the Registrable Securities at such
time as the Registrable Securities are registered for public sale or
an exemption from registration is available, except as required by
federal or state securities laws.
(e) The Company understands the nature of the Registrable
Securities issuable upon the conversion of the Preferred Stock and the
exercise of the Warrant and recognizes that the Registrable Securities
may have a potential dilutive effect. The Company specifically
acknowledges that its obligation to issue the Registrable Securities
is binding upon the Company and enforceable regardless of the dilution
such issuance may have on the ownership interests of other
shareholders of the Company.
(f) Except for agreements made in the ordinary course of
business, there is no agreement that has not been filed with the SEC
as an exhibit to a registration statement or to a form required to be
filed by the Company under the Securities Exchange Act the breach of
which could have a material and adverse effect on the Company and its
subsidiaries, or would prohibit or otherwise interfere with the
ability of the Company to enter into and perform any of its
obligations under this Agreement in any material respect.
(g) The Company will at all times have authorized and
reserved a sufficient number of shares of Common Stock for the full
conversion of the Preferred Stock and exercise of the Warrant.
7. Miscellaneous.
(a) Remedies. In the event of a breach by the Company or
by a Holder, of any of their obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being
entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.
(b) No Piggyback on Registrations. Except as and to the
extent specified in Schedule 6(b) hereto, neither the Company nor any
of its security holders (other than the Holders in such capacity
pursuant hereto) may include securities of the Company in the
Registration Statement other than the Registrable Securities, and the
Company shall not after the date hereof enter into any agreement
providing any such right for inclusion of shares in the Registration
Statement to any of its security holders. Except as and to the extent
specified in Schedule 6(b) hereto, the Company has not previously
entered into any agreement granting any registration rights with
respect to any of its securities to any Person that has not been fully
satisfied.
(c) Compliance. Each Holder covenants and agrees that it
will comply with the prospectus delivery requirements of the
Securities Act as applicable to it in connection with sales of
Registrable Securities pursuant to the Registration Statement.
(d) Discontinued Disposition. Each Holder agrees by its
acquisition of such Registrable Securities that, upon receipt of a
notice from the Company of the occurrence of a Discontinuation Event,
such Holder will forthwith discontinue disposition of such Registrable
Securities under the Registration Statement until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended
Registration Statement or until it is advised in writing (the
"Advice") by the Company that the use of the applicable Prospectus may
be resumed, and, in either case, has received copies of any additional
or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration
Statement. The Company may provide appropriate stop orders to enforce
the provisions of this paragraph. For purposes of this Section 7(d), a
"Discontinuation Event" shall mean when the Commission notifies the
Company whether there will be a "review" of such Registration
Statement and whenever the Commission comments in writing on such
Registration Statement (the Company shall provide true and complete
copies thereof and all written responses thereto to each of the
Holders); (iii) any request by the Commission or any other Federal or
state governmental authority for amendments or supplements to the
Registration Statement or Prospectus or for additional information;
(iv) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement covering any or all of the
Registrable Securities or the initiation of any Proceedings for that
purpose; (v) the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for
such purpose; and (vi) the occurrence of any event or passage of time
that makes the financial statements included in the Registration
Statement ineligible for inclusion therein or any statement made in
the Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to the Registration
Statement, Prospectus or other documents so that, in the case of the
Registration Statement or the Prospectus, as the case may be, it will
not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they
were made, not misleading.
(e) Piggy-Back Registrations. If at any time during the
Effectiveness Period there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall
determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account
of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of
any entity or business or equity securities issuable in connection
with stock option or other employee benefit plans, then the Company
shall send to each Holder written notice of such determination and, if
within fifteen days after receipt of such notice, any such Holder
shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities
such holder requests to be registered, subject to customary
underwriter cutbacks applicable to all holders of registration rights
and subject to the consent of any selling stockholder(s) under such
registration statement.
(f) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the Holders of
the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof
with respect to a matter that relates exclusively to the rights of
certain Holders and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of at least a majority
of the Registrable Securities to which such waiver or consent relates;
provided, however, that the provisions of this sentence may not be
amended, modified, or supplemented except in accordance with the
provisions of the immediately preceding sentence.
(g) Notices. Any notice or request hereunder may be given
to the Company or Purchaser at the respective addresses set forth
below or as may hereafter be specified in a notice designated as a
change of address under this Section 7(g). Any notice or request
hereunder shall be given by registered or certified mail, return
receipt requested, hand delivery, overnight mail or telecopy
(confirmed by mail). Notices and requests shall be, in the case of
those by hand delivery, deemed to have been given when delivered to
any officer of the party to whom it is addressed, in the case of those
by mail or overnight mail, deemed to have been given when deposited in
the mail or with the overnight mail carrier, and, in the case of a
telecopy, when confirmed. The address for such notices and
communications shall be as follows:
If to the Company: Cycle Country Accessories Corp.
Attention: L. Xxx Xxxxxxx
Facsimile:
With a copy to:
Xxx Xxxxxxxx Esq.
Facsimile:
If to a Purchaser: To the address set forth under
such Purchaser name on the
signature pages hereto.
If to any other Person who is then the registered Holder:
To the address of such Holder as it
appears in the stock transfer books
of the Company
or such other address as may be designated in writing hereafter, in
the same manner, by such Person.
(h) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each
Holder. The Company may not assign its rights or obligations hereunder
without the prior written consent of each Holder. Each Holder may
assign their respective rights hereunder.
(i) Execution and Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and
effect as if such facsimile signature were the original thereof.
(j) Governing Law. All questions concerning the
construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. Each party
agrees that all Proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this
Agreement shall be commenced exclusively in the state and federal
courts sitting in the City of New York, Borough of Manhattan. Each
party hereto hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to
assert in any Proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such Proceeding is
improper. Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any such Proceeding
by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted
by law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby. If either party shall
commence a Proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such Proceeding shall be
reimbursed by the other party for its reasonable attorneys fees and
other costs and expenses incurred with the investigation, preparation
and prosecution of such Proceeding.
(k) Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.
(l) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way
be affected, impaired or invalidated, and the parties hereto shall use
their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.
(m) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.
CYCLE COUNTRY ACCESSORIES CORP.
By:
Name:
Title:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES OF PURCHASER TO FOLLOW]
IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.
LAURUS MASTER FUND, LTD.
By:
Name:
Title:
Address for Notice:
c/o Laurus Capital Management, LLC
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Grin
