Exhibit D
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement"), dated as of February 13,
2004, is made and entered into by and among Decorize, Inc., a Delaware
corporation (the "Company"), and Quest Capital Alliance, L.L.C., a Missouri
limited liability company ("Quest"), and SRC Holdings Corporation, a Missouri
corporation ("SRC") (Quest and SRC are collectively referred to as "Holders").
WITNESSETH:
WHEREAS, the Company has entered into that certain Securities Purchase
Agreement dated February 13, 2004 (the "Purchase Agreement"), whereby the
Company will sell, and Quest and SRC will acquire, certain of the Company's
securities on the terms and subject to the restrictions contained in the
Purchase Agreement; and
WHEREAS, in consideration of the acquisition by Quest and SRC of the
Company's securities as described in, and pursuant to, the Purchase Agreement,
the Company has agreed to grant Holders the registration rights set forth in
this Agreement;
NOW, THEREFORE, in consideration of the representations, covenants and
agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I
DEFINITIONS
The terms defined in this Article I shall have for all purposes of this
Agreement the respective meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
"Common Stock" shall mean the Common Stock, $.001 par value, of the
Company, and any other class of capital stock of the Company that is duly
authorized and issued from time to time that does not have preferential rights
as to dividends or distributions of the Company's assets over any other class of
capital stock of the Company, including any shares issued in exchange for shares
of Common Stock upon any recapitalization by the Company.
"Exchange Act" shall mean the Securities and Exchange Act of 1934, as it
may be amended from time to time.
"Misstatement" shall mean an untrue statement of a material fact or an
omission to state a material fact required to be stated in a Registration
Statement or Prospectus or necessary to make the statements in a Registration
Statement or Prospectus not misleading.
"Person" shall mean a natural person, partnership, corporation, business
trust, association, joint venture or other entity or a government or agency or
political subdivision thereof.
"Prospectus" shall mean the prospectus included in any Registration
Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated
by reference in such prospectus.
"Purchase Agreement" shall mean the Securities Purchase Agreement, dated as
of even date herewith, to which the Company and the Holders are parties.
"Registrable Security" shall mean (a) an outstanding share of Common Stock
issued by the Company to any of the Holders pursuant to the Purchase Agreement,
including without limitation any shares of Common Stock issued to Quest or SRC
upon their respective exercise of the Warrants (as defined in the Purchase
Agreement) or the conversion by Quest or SRC of the Preferred Stock (as defined
in the Purchase Agreement) they acquire under the Purchase Agreement, and (b)
any security issued or issuable with respect to such Common Stock by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization; provided, that, any
such share or security shall be deemed to be Registrable Security only if and so
long as it is a Transfer Restricted Security.
"Registration" shall mean a Demand Registration described in Section 2(a)
and a Piggyback Registration described in Section 2(b) hereof.
"Registration Expenses" shall mean the out-of-pocket expenses of a
Registration, including without limitation the following:
(1) all registration and filing fees (including fees with respect to
filings required to be made with the National Association of Securities
Dealers, Inc.) and any securities exchange on which the Common Stock is
then listed;
(2) fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel for the
underwriters in connection with blue sky qualifications of the Registrable
Securities);
(3) printing, messenger, telephone and delivery expenses;
(4) reasonable fees and disbursements of counsel for the Company; and
(5) reasonable fees and disbursements of all independent certified
public accountants of the Company incurred specifically in connection with
such Registration.
"Registration Statement" shall mean any registration statement which covers
Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus included in such registration statement, amendments (including
post-effective amendments) and supplements
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to such registration statement, and all exhibits to and all material
incorporated by reference in such registration statement.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.
"Transfer Restricted Security" shall mean an issued and outstanding
security that has not been sold to or through a broker, dealer or underwriter in
a public distribution or other public securities transaction or sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act under Rule 144(k) promulgated thereunder (or any successor
rule other than Rule 144A). A security shall cease being a Transfer Restricted
Security if (i) all stop transfer instructions or notations and restrictive
legends with respect to such security are eligible to be removed, and (ii) the
Holders of such security has received an opinion of counsel to the Company, to
the effect that such shares in such Holder's hands are freely transferable in
any public or private transaction without registration under the Securities Act
(or such Holders has waived receipt of such opinion).
"Underwritten Registration" or "Underwritten Offering" shall mean a
Registration in which securities of the Company are sold to an underwriter for
distribution to the public.
ARTICLE II
REGISTRATIONS
2.01 Demand Registration.
(a) Subject to the restrictions set forth below, if at any time after
the Closing (as defined in the Purchase Agreement), the Company shall
receive from Holders a written request to register at least fifty percent
(50%) of the Registrable Securities owned by the Holders on a collective
basis (or their respective successors and permitted assigns) as of the date
of such request, then the Company shall effect as soon thereafter as
practicable the Registration under the Securities Act of all Registrable
Securities which any Holder requests to be registered. The Company shall
not be obligated to effect, or to take any action to effect, any such
registration pursuant to this Section 2.01 during the period starting with
the date sixty (60) days prior to the Company's good faith estimate of the
date of filing of, and ending on a date one hundred eighty (180) days after
the effective date of, a Company-initiated Registration; provided that the
Company has delivered notice of such Registration to the Holders prior to
its receipt of the Holders' written request for a demand Registration, and
it continues to actively employ in good faith all reasonable efforts to
cause such Registration Statement to become effective.
Furthermore, the Company shall not be required to effect more than one
(1) Registration under this Section 2.01(a) on behalf of Holders; provided,
that (i) a Registration shall not be counted for such purposes unless such
Registration has become effective and all of the Registrable Securities to
be registered on behalf of Holders have been sold, in accordance with
Section 3.01(a) of this Agreement, and (ii) a Registration
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shall not count with respect to an Objecting Holder (as defined in Section
2.01(b) below). No Registration made by the Company pursuant to this
Section shall be an Underwritten Registration, unless the Board of
Directors, in its sole discretion, determines that it is in the Company's
best interest to combine such Registration with an Underwritten Offering of
the Common Stock that is to be made on behalf of the Company.
(b) If the Board of Directors authorizes the Company to include the
Registrable Securities of the Holders in an Underwritten Offering, and any
Holder of Registrable Securities disapproves of the terms of the
underwriting, then the Holder may elect to withdraw therefrom by written
notice to the Company, the underwriters' representative and the other
Holders delivered within three (3) business days of the Holder being
provided the terms of the underwriting (any Holder delivering such notice
being referred to herein as an "Objecting Holder"). The Registrable
Securities so withdrawn will also be withdrawn from the Registration
Statement. In the case of any such withdrawal by an Objecting Holder(s),
the Objecting Holder(s) shall retain the right to request another
registration of its shares under Section 2.01(a); provided, that the
Objecting Holder(s) must wait until the earlier of (i) ninety (90) days
following the completion of the Underwritten Offering or (ii) the date on
which the Underwritten Offering is abandoned by the Company, before
exercising such demand right with respect to the registration of the
Registrable Securities.
(c) If the Holders decide to withdraw a demand after the Company
commences preparation of a Registration Statement, then the Holders will
pay the Registration Expenses incurred in connection with the Registration
Statement and will no longer have demand registration rights under this
Section 2.01; provided, however, that the Holders will not be required to
pay the Registration Expenses and the Holders will continue to be entitled
to exercise its demand registration rights under Section 2.01 if the
withdrawal results within five (5) business days of the discovery by the
Holders of a fact that has or could reasonably be expected to have a
Material Adverse Effect (as defined in the Purchase Agreement) or that
could reasonably be expected to materially impair the value of the
Registrable Securities or the ability to consummate the proposed offering
and that was not known to the Holders at the time of the request.
2.02 Piggyback Registration. Each time the Company decides to file a
Registration Statement under the Securities Act with respect to its Common Stock
(other than on Forms S-4 or S-8 or any successor form for the registration of
securities issued or to be issued in connection with a merger or acquisition or
employee benefit plan), including any Registration Statement filed on behalf of
stockholders of the Company exercising registration rights granted by the
Company with respect to such shares, the Company shall give written notice
thereof to Holders. The Company shall include in such Registration Statement
such shares of Registrable Securities for which it has received written requests
to register such shares within thirty (30) days after such written notice has
been given.
If in the good faith judgment of the managing underwriter in any
Underwritten Offering, the inclusion of all of the shares of Registrable
Securities and any other Common Stock requested to be registered by third
parties holding similar registration rights would interfere with
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the successful marketing of a smaller number of such shares, then the number of
shares of Registrable Securities and other Common Stock to be included in the
offering (except for shares to be issued by the Company in an offering initiated
by the Company) shall be reduced as provided herein. The Company shall advise
all Holders of securities requesting registration of the underwriters' decision,
and the number of shares of securities that are entitled to be included in the
Underwritten Registration shall be allocated first to the Company for securities
being sold for its own account and thereafter as set forth in Section 2.03
below. If any person does not agree to the terms of any such underwriting, he
shall be excluded therefrom by written notice from the Company or the
underwriter. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration. If
shares are so withdrawn from the registration or if the number of shares of
Registrable Securities to be included in such registration was previously
reduced as a result of marketing factors, the Company shall then offer to all
persons who have retained the right to include securities in the registration
the right to include additional securities in the registration in an aggregate
amount equal to the number of shares so withdrawn, with such shares to be
allocated among the persons requesting additional inclusion in accordance with
Section 2.03 below.
2.03 Registration Cutback. In any circumstance in which all of the
Registrable Securities and other shares of Common Stock of the Company
(including shares of Common Stock issued or issuable upon conversion of any
currently unissued securities of the Company) with registration rights (the
"Other Shares") requested to be included in a registration on behalf of Holders
or other selling stockholders cannot be so included as a result of limitations
of the aggregate number of shares of Registrable Securities and Other Shares
that may be so included, the number of shares of Registrable Securities and
Other Shares that may be so included shall be allocated among each of the
Holders and other selling stockholders requesting inclusion of shares pro rata
on the basis of the number of shares Registrable Securities and Other Shares
that would be held by each of the Holders and other selling stockholders,
assuming conversion. If any Holders or any other selling stockholders does not
request inclusion of the maximum number of shares of Registrable Securities and
Other Shares allocated to him or it pursuant to the above-described procedure,
the remaining portion of such stockholder's allocation shall be reallocated
among those other selling stockholders whose allocations did not satisfy their
requests pro rata on the basis of the number of Registrable Securities and Other
Shares which would be held by the Holders and other selling stockholders,
assuming conversion, and this procedure shall be repeated until all of the
shares of Registrable Securities and Other Shares which may be included in the
registration on behalf of Holders and other selling stockholders have been so
allocated.
ARTICLE III
COMPANY PROCEDURES
3.01 General Procedures. If and whenever the Company is required to
register Registrable Securities, the Company will use its best efforts to effect
such registration to permit the sale of such Registrable Securities in
accordance with the intended plan of distribution thereof, and pursuant thereto
the Company will as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a
Registration Statement with respect to such Registrable Securities and use
its reasonable best efforts to
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cause such Registration Statement to become effective and remain effective
until the Registrable Securities covered by such Registration Statement
have been sold;
(b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by Holders or any underwriter of
Registrable Securities or as may be required by the rules, regulations or
instructions applicable to the registration form used by the Company or by
the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities covered
by such Registration Statement are sold in accordance with the intended
plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;
(c) deliver to Holders and the underwriters, if any, without charge,
as many copies of each Prospectus (and each preliminary prospectus) as such
Persons may reasonably request (the Company hereby consents to the use of
each such Prospectus or preliminary prospectus by the Holders and the
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus (or preliminary
prospectus) and a reasonable number of copies of the then-effective
Registration Statement and any post-effective amendments thereto and any
supplements to the Prospectus, including financial statements and
schedules, all documents incorporated therein by reference and all exhibits
(including those incorporated by reference);
(d) prior to any public offering of Registrable Securities, register
or qualify or cooperate with Holders, the underwriters, if any, 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 Holders or such underwriters may
designate in writing and do anything else necessary or advisable to enable
the disposition in such jurisdictions of the Registrable Securities covered
by the Registration Statement; provided, that the Company shall not be
required to qualify generally to do business in any jurisdiction where it
is not then so qualified or to take any action which would subject it to
general service of process in any such jurisdiction where it is not then so
subject;
(e) cause all such Registrable Securities to be listed on each
securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;
(f) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such Registration
Statement;
(g) advise each seller of such Registrable Securities, promptly after
it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the SEC suspending the effectiveness of such Registration
Statement or the initiation or threatening of any proceeding for such
purpose and promptly use its reasonable best
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efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;
(h) notify Holders at any time when a prospectus relating to such
Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus
included in such Registration Statement, as then in effect, includes a
Misstatement, and then to correct such Misstatement as set forth in Section
3.05; and
(i) permit a representative of Holders, the underwriters, if any, and
any attorney or accountant retained by Holders or underwriter to
participate, at each such Person's own expense, in the preparation of the
Registration Statement, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such
representative, underwriter, attorney or accountant in connection with the
Registration; provided, however, that such representatives, underwriters,
attorneys or accountants enter into a confidentiality agreement, in form
and substance reasonably satisfactory to the Company, prior to the release
or disclosure of any such information.
3.02 Registration Expenses. The Registration Expenses of all Registrations
shall be borne by the Company. It is acknowledged by Holders that Holders will
each bear all selling expenses relating to the sale of its Registrable
Securities, such as underwriters' commissions and discounts, brokerage fees and
underwriter marketing costs not allocable to the Company and all fees and
expenses of any legal counsel representing Holders pro rata on the basis of the
number of Registrable Securities being offered for sale by each of the Holders.
3.03 Requirements for Participation in Underwritten Offerings. No person
may participate in any Underwritten Offering for equity securities of the
Company pursuant to a Registration initiated by the Company hereunder unless
such Person (a) agrees to sell such Person's securities on the basis provided in
any underwriting arrangements approved by the Company and (b) completes and
executes all questionnaires, powers of attorney, indemnities, lock-up
agreements, underwriting agreements and other documents normally required under
the terms of such underwriting arrangements.
3.04 Suspension of Sales. Upon receipt of written notice from the Company
that a Registration Statement or Prospectus contains a Misstatement, Holders
shall forthwith discontinue disposition of Registrable Securities until it has
received copies of a supplemented or amended Prospectus correcting the
Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of
such notice), or until it is advised in writing by the Company that the use of
the Prospectus may be resumed.
3.05 Reporting Obligations. As long as either of the Holders shall own
Registrable Securities, the Company, at all times while it shall be reporting
under the Exchange Act, covenants to file timely (or obtain extensions in
respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to
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Section 13(a) or 15(d) of the Exchange Act and to promptly furnish Holders with
true and complete copies of all such filings. The Company further covenants that
it will take such further action as Holders may reasonably request, all to the
extent required from time to time to enable Holders to sell shares of Common
Stock held by Holders without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act ("Rule 144"), including providing any legal opinions. Upon the
request of Holders, the Company shall deliver to Holders a written certification
of a duly authorized officer as to whether it has complied with such
requirements.
3.06 Indemnification.
(a) The Company agrees to indemnify, to the extent permitted by law,
the Holders of Registrable Securities, its officers and directors and each
Person who controls such Holders (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses (including
attorneys' fees) caused by any untrue or alleged untrue statement of
material fact contained in any Registration Statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as the same are caused by or contained in any information furnished
in writing to the Company by such Holders expressly for use therein or by
such Holders' failure to deliver a copy of the Registration Statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such Holders with a sufficient number of copies of the same. The
Company will indemnify the underwriters, their officers and directors and
each Person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the Holders.
(b) In connection with any Registration Statement in which a Holders
of Registrable Securities is participating, such Holders 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, to the extent permitted by law, will indemnify
the Company, its directors and officers and agents and each Person who
controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (including without
limitation reasonable attorneys' fees) resulting from any untrue statement
of material fact contained in the Registration Statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or
any omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any information or
affidavit so furnished in writing by such Holders expressly for use
therein; provided, that the obligation to indemnify will be several, not
joint and several, among such Holders of Registrable Securities, and the
liability of each such Holders of Registrable Securities will be in
proportion to and limited to the gross amount received by such Holders from
the sale or Registrable Securities pursuant to such Registration Statement.
The Holders of Registrable Securities will indemnify the underwriters,
their officers, directors and
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each Person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to
indemnification of the Company.
(c) Any person entitled to indemnification herein will (i) give prompt
written notice to the indemnifying party of any claim with respect to which
it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is
assumed, the indemnifying party will not be subject to any liability for
any settlement made by the indemnified party without its consent (but such
consent will not be unreasonably withheld). An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not
be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.
(d) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling
person of such indemnified party and will survive the transfer of
securities. The Company and each Holders of Registrable Securities
participating in the offering also agrees to make such provisions as are
reasonably requested by any indemnified party for contribution to such
party in the event the Company's or such Holders' indemnification is
unavailable for any reason.
3.07 Restrictions on Public Sales. In consideration of the agreements
contemplated herein, Holders and the Company further agree to the following
restrictions:
(a) Holders, if the Company or the managing underwriters so request in
connection with any underwritten registration of the Company' securities,
will not, without the prior written consent of the Company or such
underwriters, effect any sale of the Registrable Securities to the public
pursuant to a public offering or otherwise or other distribution of any
equity securities of the Company, including any sale pursuant to Rule 144
(each of the foregoing, a "Prohibited Sale"), during the seven (7) days
prior to, and during the one hundred eighty (180) day period commencing on,
the effective date of such underwritten registration, except in connection
with such underwritten registration; provided, that the foregoing shall not
apply to restrict the sale by any Holders who together with any of its
Affiliates, as such term is defined in the Securities Act, holds less than
two percent (2%) of the Common Stock on a fully diluted basis.
(b) The Company agrees not to effect any Prohibited Sale or other
distribution of its equity securities, or any securities convertible into
or exchangeable or exercisable for such equity securities, during the
period commencing on the seventh day prior to, and ending on the one
hundred eightieth (180th) day following, the effective date of any
underwritten Demand or Piggyback Registration, except in connection with
any such
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underwritten registration and except for any offering pursuant to an
employee benefit plan and registered on Form S-8 (or any successor form).
ARTICLE IV
MISCELLANEOUS
4.01 Notices. All notices and other communications provided for or
permitted hereunder shall be made in accordance with the notice provisions
contained in Section 8.03 of the Purchase Agreement.
4.02 Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Company. No rights under
this Agreement may be assigned by Holders without the prior written consent of
the Company.
4.03 Counterparts. This Agreement may be executed in multiple counterparts
(including facsimile counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of
which need be produced.
4.04 GOVERNING LAW; VENUE. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT
MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF
DELAWARE AS APPLIED TO AGREEMENTS AMONG DELAWARE RESIDENTS ENTERED INTO AND TO
BE PERFORMED ENTIRELY WITHIN DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS OF SUCH JURISDICTION. VENUE FOR ANY ACTION TO ENFORCE, INTERPRET, OR
RESOLVE ANY DISPUTE WITH RESPECT TO ANY PROVISION OF THIS AGREEMENT SHALL BE
EXCLUSIVELY IN XXXXXX COUNTY, MISSOURI, AND ALL PARTIES HERETO AGREE THAT ANY
LITIGATION DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT MUST BE BROUGHT
BEFORE AND DETERMINED BY A COURT OF COMPETENT JURISDICTION WITHIN SUCH COUNTY
AND STATE. EACH OF THE PARTIES FURTHER ACKNOWLEDGE THAT SUCH VENUE IS
APPROPRIATE AND AGREE NOT TO RAISE ANY ARGUMENT THAT SUCH VENUE IS IN ANY WAY
UNDULY INCONVENIENT FOR ANY OF THEM, WITH THEIR EXECUTION HEREOF BEING EVIDENCE
OF THEIR AGREEMENT TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.
4.05 Amendments and Modifications. Upon the written consent of Holders,
compliance with any of the provisions, covenants and conditions set forth in
this Agreement may be waived, or any of such provisions, covenants or conditions
may be modified. No course of dealing between Holders or the Company and any
other party hereto or, amended or deleted any failure or delay on the part of
Holders or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of Holders or the Company.
No single or partial exercise of any rights or remedies under this Agreement by
a party shall operate as a waiver or preclude the exercise of any other rights
or remedies hereunder or thereunder by such party.
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4.06 Additional Registration Rights. The Company has not entered into any
agreement granting registration rights to any other Person with respect to the
securities of the Company that are not already subject to an effective
registration statement and are not pari passu or subordinate to the rights
granted to the Holders in this Agreement with respect to any demand registration
rights of the type described in Section 2.01. The Company will not on or after
the date of this Agreement enter into any such agreement without the Holders'
prior written consent, unless there are no outstanding Registrable Securities
that have not been registered pursuant to a Registration under this Agreement.
Any agreement entered into pursuant to such consent will not be amended without
a further written consent of the Holders.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first written above.
COMPANY:
DECORIZE, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Executive Vice President and CFO
HOLDERS:
QUEST CAPITAL ALLIANCE, L.L.C.
a Missouri limited liability company
By: /s/ Xxxxxx X. Xxx
---------------------------------------
Name: Xxxxxx X. Xxx
Title: General Manager
SRC HOLDINGS CORPORATION,
a Missouri corporation
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
Title: President and CEO
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