AMERICAN LEISURE HOLDINGS, INC.
A Nevada Corporation
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 29, 2003 (the
"Agreement"), is entered into by and among American Leisure Holdings, Inc., a
Nevada corporation (the "Company"), and Stanford Venture Capital Holdings, Inc.
a Delaware corporation and its successors and assigns (the "Investors").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Securities Purchase Agreement (as hereinafter defined).
WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Investors are agreeing to purchase from the Company, pursuant to
the Securities Purchase Agreement dated as of even date (the "Securities
Purchase Agreement") 23,850 shares of the 4% Series C Convertible Redeemable
Preferred Stock of the Company, par value $0.01 per share (the "Series C
Preferred Stock") and 100,000 shares of its Common Stock, par value $0.001 per
share (the "Purchased Common Stock"); and
WHEREAS, the Company desires to grant to the Investors the registration
rights set forth herein with respect to the shares of Common Stock issuable upon
conversion of the Series C Preferred Stock (the "Conversion Shares"), and the
shares of Common Stock issued as a dividend or other distribution with respect
to the Conversion Shares and the Purchased Common Stock (the "Distribution
Shares") (all the shares of the Series C Preferred Stock, the Purchased Common
Stock, the Conversion Shares, and the Distribution Shares, collectively and
interchangeably, are referred to herein as the "Securities").
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. CERTAIN DEFINITIONS
As used herein the term "Registrable Security" means the Conversion
Shares, the Purchased Common Stock and the Distribution Shares, until (i) the
Registration Statement (as defined below) has been declared effective by the
Securities and Exchange Commission (the "Commission"), and all Securities have
been disposed of pursuant to the Registration Statement, (ii) all Securities
have been sold under circumstances under which all of the applicable conditions
of Rule 144 ("Rule 144") (or any similar provision then in force) under the
Securities Act of 1933, as amended (the "Securities Act") are met, or (iii) such
time as, in the opinion of counsel to the Company reasonably satisfactory to the
Investors and upon delivery to the Investors of such executed opinion, all
Securities may be sold without any time, volume or manner limitations pursuant
to Rule 144 (or any similar provision then in effect). In the event of any
merger, reorganization, consolidation, recapitalization or other change in
corporate structure affecting the Common Stock, such adjustment shall be deemed
to be made in the definition of "Registrable Security" as is appropriate in
order to prevent any dilution or enlargement of the rights granted pursuant to
this Agreement. As used herein the term "Holder" means any Person owning or
1
having the right to acquire Registrable Securities or any assignee thereof in
accordance with Section 10 hereof. As used herein "Trading Day" shall mean any
business day on which the market on which the Common Stock trades is open for
business.
2. RESTRICTIONS ON TRANSFER
Each of the Investors acknowledges and understands that prior to the
registration of the Securities as provided herein, the Securities are
"restricted securities" as defined in Rule 144. Each of the Investors
understands that no disposition or transfer of the Securities may be made by any
of the Investors in the absence of (i) an opinion of counsel to such Investor,
in form and substance reasonably satisfactory to the Company, that such transfer
may be made without registration under the Securities Act or (ii) such
registration.
3. COMPLIANCE WITH REPORTING REQUIREMENTS
With a view to making available to the Investors the benefits of Rule
144 or any other similar rule or regulation of the Commission that may at any
time permit the holders of the Securities to sell securities of the Company to
the public pursuant to Rule 144, the Company agrees to:
(a) comply with the provisions of paragraph (c)(1) of Rule 144;
(b) file with the Commission in a timely manner all reports and
other documents required to be filed with the Commission pursuant to Section 13
or 15(d) under the Securities Exchange Act of 1934 (the "Exchange Act") by
companies subject to either of such sections, irrespective of whether the
Company is then subject to such reporting requirements; and
(c) Upon request by any Holder or the Company's transfer agent,
the Company shall provide an opinion of counsel, which opinion shall be
reasonably acceptable to the Holder and/or the Company's transfer agent, that
such Holder has complied with the applicable conditions of Rule 144 (or any
similar provision then in force).
4. REGISTRATION RIGHTS WITH RESPECT TO THE REGISTRABLE SECURITIES
(a) If, at any time the Company shall determine to register under
the Securities Act (including pursuant to a demand of any stockholder of the
Company exercising registration rights) any shares of Common Stock (other than
in connection with a merger or other business combination transaction that has
been consented to in writing by holders of the Securities, or pursuant to Form
S-8 when such filing has been consented to in writing by holders of the
Securities), it shall send to each Holder written notice of such determination
and, if within 20 days after receipt of such notice, such Holder shall so
request in writing, the Company shall include in such registration statement all
or any part of the Registrable Securities that such Holder requests to be
registered. Notwithstanding the foregoing, if, in connection with any offering
involving an underwriting of the Common Stock to be issued by the Company, the
managing underwriter shall impose a limitation on the number of shares of the
Common Stock included in any such registration statement because, in such
underwriter's judgment, such limitation is necessary based on market conditions:
(a) if the registration statement is for a public offering of common stock on an
2
underwritten "firm commitment" basis with gross proceeds to the Company of at
least $25,000,000 (a "Qualified Public Offering"), the Company may exclude, to
the extent so advised by the underwriters, the Registrable Securities from the
underwriting; provided, however, that if the underwriters do not entirely
exclude all shares of persons other than the Company from such Qualified Public
Offering, the Company shall be obligated to include in such registration
statement, with respect to the requesting Holder, only an amount of Registrable
Securities equal to the product of (i) the number of Registrable Securities that
remain available for registration after the underwriter's cutback and (ii) such
Holder's percentage of ownership of all the Registrable Securities then
outstanding (on an as-converted basis) (the "Registrable Percentage"); and (b)
if the registration statement is not for a Qualified Public Offering, the
Company shall be obligated to include in such registration statement, with
respect to the requesting Holder, only an amount of Registrable Securities equal
to the product of (i) the number of Registrable Securities that remain available
for registration after the underwriter's cutback and (ii) such Holder's
Registrable Percentage; provided, however, that the aggregate value of the
Registrable Securities to be included in such registration may not be so reduced
to less than 30% of the total value of all securities included in such
registration. If any Holder disapproves of the terms of any underwriting
referred to in this paragraph, it may elect to withdraw there from by written
notice to the Company and the underwriter. No incidental right under this
paragraph shall be construed to limit any registration required under the other
provisions of this Agreement.
5. COOPERATION WITH COMPANY
Each Holder will cooperate with the Company in all respects in
connection with this Agreement, including timely supplying all information
reasonably requested by the Company (which shall include all information
regarding such Holder and proposed manner of sale of the Registrable Securities
required to be disclosed in any Registration Statement) and executing and
returning all documents reasonably requested in connection with the registration
and sale of the Registrable Securities and entering into and performing its
obligations under any underwriting agreement, if the offering is an underwritten
offering, in usual and customary form, with the managing underwriter or
underwriters of such underwritten offering. Nothing in this Agreement shall
obligate any Holder to consent to be named as an underwriter in any Registration
Statement. The obligation of the Company to register the Registrable Securities
shall be absolute and unconditional as to those Registrable Securities which the
Commission will permit to be registered without naming any Holder as
underwriters. Any delay or delays caused by a Holder by failure to cooperate as
required hereunder shall not constitute a Registration Default as to such
Holder, unless such delay exceeds 45 days.
6. REGISTRATION PROCEDURES
If and whenever the Company is required by any of the provisions of
this Agreement to effect the registration of any of the Registrable Securities
under the Securities Act, the Company shall (except as otherwise provided in
this Agreement), as expeditiously as possible, subject to the Holders'
assistance and cooperation as reasonably required with respect to each
Registration Statement:
3
(a) (i) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all Registrable Securities covered by such Registration
Statement whenever any of the Holder shall desire to sell or otherwise dispose
of the same (including prospectus supplements with respect to the sales of
Registrable Securities from time to time in connection with a registration
statement pursuant to Rule 415 promulgated under the Securities Act) and (ii)
take all lawful action such that each of (A) the Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and (B) the prospectus
forming part of the Registration Statement, and any amendment or supplement
thereto, does not at any time during the Registration Period include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(b) (i) prior to the filing with the Commission of any
Registration Statement (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies thereof to the Holders as required by Section 4(c) and reflect in such
documents all such comments as the Holders (and their counsel) reasonably may
propose; (ii) furnish to each of the Holders such numbers of copies of a
prospectus including a preliminary prospectus or any amendment or supplement to
any prospectus, as applicable, in conformity with the requirements of the
Securities Act, and such other documents, as any of the Holders may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities owned by such Holder; and (iii) provide to the Holders
copies of any comments and communications from the Commission relating to the
Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by
the Registration Statement under such other securities or blue sky laws of such
jurisdictions as any of the Holders shall reasonably request (subject to the
limitations set forth in Section 4(c) above), and do any and all other acts and
things which may be necessary or advisable to enable such Holder to consummate
the public sale or other disposition in such jurisdiction of the Registrable
Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the
Common Stock of the Company is listed as of the effective date of the
Registration Statement, if the listing of such Registrable Securities is then
permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating
thereto covered by the Registration Statement is required to be delivered under
the Securities Act, of the happening of any event of which it has knowledge as a
result of which the prospectus included in the Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and the
Company shall prepare and file a curative amendment under Section 6(a) as
4
quickly as reasonably possible and during such period, the Holders shall not
make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the
Holders who holds Registrable Securities being sold (or, in the event of an
underwritten offering, the managing underwriters) of the issuance by the
Commission of any stop order or other suspension of the effectiveness of the
Registration Statement at the earliest possible time and take all lawful action
to effect the withdrawal, rescission or removal of such stop order or other
suspension;
(g) cooperate with the Holders to facilitate the timely
preparation and delivery of certificates for the Registrable Securities to be
offered pursuant to the Registration Statement and enable such certificates for
the Registrable Securities to be in such denominations or amounts, as the case
may be, as any of the Holders reasonably may request and registered in such
names as any of the Holders may request; and, within three Trading Days after a
Registration Statement which includes Registrable Securities is declared
effective by the Commission, deliver and cause legal counsel selected by the
Company to deliver to the transfer agent for the Registrable Securities (with
copies to the Holders) an appropriate instruction and, to the extent necessary,
an opinion of such counsel;
(h) take all such other la ful actions reasonably necessary to
expedite and facilitate the disposition by the Holders of their Registrable
Securities in accordance with the intended methods therefor provided in the
prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or
incorporate in a prospectus supplement or post-effective amendment to the
Registration Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such prospectus supplement or post-effective amendment
as soon as practicable after it is notified of the matters to be included or
incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock;
(k) pay all fees, disbursements and out-of-pocket expenses and
costs incurred by the Company in connection with the preparation and filing of
the Registration Statement under this Section 6 and in complying with applicable
securities and blue sky laws (including, without limitation, all attorneys' fees
of the Company. The Holders shall bear the cost of fees and expenses of counsel
for the Holders, and of underwriting and/or brokerage discounts, fees and
commissions, if any, applicable to the Registrable Securities being registered.
The Holders and their counsel shall have a reasonable period, not to exceed 15
Trading Days, to review the proposed Registration Statement or any amendment
thereto, prior to filing with the Commission, and the Company shall provide the
Holders with copies of any comment letters received from the Commission with
respect thereto within two Trading Days of receipt thereof. The Company shall
qualify any of the Registrable Securities for sale in such states as the Holders
reasonably designate and shall furnish indemnification in the manner provided in
Section 7 hereof. However, the Company shall not be required to qualify in any
state which will require an escrow or other restriction relating to the Company
and/or the Holders, or which will require the Company to qualify to do business
5
in such state or require the Company to file therein any general consent to
service of process. The Company at its expense will supply each of the Investors
with copies of the applicable Registration Statement and the prospectus included
therein and other related documents in such quantities as may be reasonably
requested by any of the Investors.
7. INDEMNIFICATION
(a) To the maximum extent permitted by law, the Company agrees to
indemnify and hold harmless each of the Holders, each person, if any, who
controls any of the Holders within the meaning of the Securities Act, and each
director, officer, shareholder, employee, agent, representative, accountant or
attorney of the foregoing (each of such indemnified parties, a "Distributing
Investor") against any losses, claims, damages or liabilities, joint or several
(which shall, for all purposes of this Agreement, include, but not be limited
to, all reasonable costs of defense and investigation and all reasonable
attorneys' fees and expenses), to which the Distributing Investor 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, or any related final prospectus or
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent, 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 made in such Registration Statement, preliminary prospectus,
final prospectus or amendment or supplement thereto in reliance upon, and in
conformity with, written information furnished to the Company by the
Distributing Investor, its counsel, or affiliates, specifically for use in the
preparation thereof or (ii) by such Distributing Investor's failure to deliver
to the purchaser a copy of the most recent prospectus (including any amendments
or supplements thereto). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
(b) To the maximum extent permitted by law, each Distributing
Investor agrees that it will indemnify and hold harmless the Company, and each
officer and director of the Company or person, if any, who controls the Company
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities (which shall, for all purposes of this Agreement, include, but not
be limited to, all reasonable costs of defense and investigation and all
reasonable attorneys' fees and expenses) to which the Company or any such
officer, director or controlling person 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, or any related final prospectus or amendment or supplement thereto,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such Registration Statement, final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information furnished
to the Company by such Distributing Investor, its counsel or affiliates,
specifically for use in the preparation thereof. This indemnity agreement will
6
be in addition to any liability which the Distributing Investor may otherwise
have under this Agreement. Notwithstanding anything to the contrary herein, the
Distributing Investor shall be liable under this Section 7(b) for only that
amount as does not exceed the net proceeds to such Distributing Investor as a
result of the sale of Registrable Securities pursuant to the Registration
Statement.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action against such indemnified
party, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 7, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve the indemnifying party from any liability
which it may have to any indemnified party except to the extent the failure of
the indemnified party to provide such written notification actually prejudices
the ability of the indemnifying party to defend such action. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, assume the defense thereof,
subject to the provisions herein stated and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
under this Section 7 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation, unless the indemnifying party shall not
pursue the action to its final conclusion. The indemnified parties shall have
the right to employ one or more separate counsel in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel
shall not be at the expense of the indemnifying party if the indemnifying party
has assumed the defense of the action with counsel reasonably satisfactory to
the indemnified party unless (i) the employment of such counsel has been
specifically authorized in writing by the indemnifying party, or (ii) the named
parties to any such action (including any interpleaded parties) include both the
indemnified party and the indemnifying party and the indemnified party shall
have been advised by its counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal
defenses which may be available to the indemnified party or any other
indemnified party (in which case the indemnifying party shall not have the right
to assume the defense of such action on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall, in connection with
any one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable only for the reasonable fees and expenses of one
separate firm of attorneys for the indemnified party, which firm shall be
designated in writing by the indemnified party). No settlement of any action
against an indemnified party shall be made without the prior written consent of
the indemnified party, which consent shall not be unreasonably withheld so long
as such settlement includes a full release of claims against the indemnified
party.
All fees and expenses of the indemnified party (including reasonable
costs of defense and investigation in a manner not inconsistent with this
Section and all reasonable attorneys' fees and expenses) shall be paid to the
indemnified party, as incurred, within 10 Trading Days of written notice thereof
to the indemnifying party; provided, that the indemnifying party may require
7
such indemnified party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such indemnified party is
not entitled to indemnification hereunder.
8. CONTRIBUTION
In order to provide for just and equitable contribution under the
Securities Act in any case in which (i) the indemnified party makes a claim for
indemnification pursuant to Section 7 hereof but 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 the express provisions of Section 7 hereof provide for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of any indemnified party, then the Company and the applicable Distributing
Investor shall contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (which shall, for all purposes of this
Agreement, include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees and expenses), in either such
case (after contribution from others) on the basis of relative fault 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 of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or the applicable Distributing Investor on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Investor
agree that it would not be just and equitable if contribution pursuant to this
Section 8 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 8. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 8 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
Notwithstanding any other provision of this Section 8, in no event
shall (i) any of the Distributing Investors be required to undertake liability
to any person under this Section 8 for any amounts in excess of the dollar
amount of the proceeds received by such Distributing Investor from the sale of
such Distributing Investor's Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) pursuant to any Registration
Statement under which such Registrable Securities are registered under the
Securities Act and (ii) any underwriter be required to undertake liability to
any person hereunder for any amounts in excess of the aggregate discount,
commission or other compensation payable to such underwriter with respect to the
Registrable Securities underwritten by it and distributed pursuant to such
Registration Statement.
9. NOTICES
Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free transmission
8
and mailing a copy of such confirmation, postage prepaid by certified mail,
return receipt requested) or two business days following deposit of such notice
with an internationally recognized courier service, with postage prepaid and
addressed to each of the other parties thereunto entitled at the following
addresses, or at such other addresses as a party may designate by five days
advance written notice to each of the other parties hereto.
Company: American Leisure Holdings, Inc.
Park 00 Xxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxxx Xxxxxx & Xxxxx, LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Investors: Stanford Venture Capital Holdings, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
Attention: President
Tel:
Facsimile:
with a copy to: Xxxxxx & Xxxx, P.A.
0000 X. Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Tel: 000-000-0000
Facsimile: 000-000-0000
10. ASSIGNMENT
The registration rights granted to any Holder under this Agreement may
be transferred or assigned provided the transferee is bound by the terms of this
Agreement and the Company is given written notice of such transfer or
assignment.
11. ADDITIONAL COVENANTS OF THE COMPANY
For so long as it shall be required to maintain the effectiveness of
the Registration Statement, it shall file all reports and information required
to be filed by it with the Commission in a timely manner and take all such other
action so as to maintain such eligibility for the use of the applicable form.
9
12. CONFLICTING AGREEMENTS
The Company shall not enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise prevents the Company from complying with all of its
obligations hereunder.
13. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Florida, without regard to its principles of conflict
of laws. Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought against any party in
the courts of competent jurisdiction located in Miami-Dade County, Florida, and
each of the parties consents to the jurisdiction of such courts and hereby
waives, to the maximum extent permitted by law, any objection, including any
objections based on forum non conveniens, to the bringing of any such proceeding
in such jurisdictions.
14. MISCELLANEOUS
(a) Entire Agreement. This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof. This Agreement, together with the other Primary
Documents, including any certificate, schedule, exhibit or other document
delivered pursuant to their terms, constitutes the entire agreement among the
parties hereto with respect to the subject matters hereof and thereof, and
supersedes all prior agreements and understandings, whether written or oral,
among the parties with respect to such subject matters.
(b) Amendments. This Agreement may not be amended except by an
instrument in writing signed by the party to be charged with enforcement.
(c) Waiver. No waiver of any provision of this Agreement shall be
deemed a waiver of any other provisions or shall a waiver of the performance of
a provision in one or more instances be deemed a waiver of future performance
thereof.
(d) Construction. This Agreement and each of the Primary
Documents have been entered into freely by each of the parties, following
consultation with their respective counsel, and shall be interpreted fairly in
accordance with its respective terms, without any construction in favor of or
against either party.
(e) Binding Effect of Agreement. This Agreement shall inure to
the benefit of, and be binding upon the successors and assigns of each of the
parties hereto, including any transferees of the Securities.
(f) Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or unenforceability of this
Agreement in any other jurisdiction.
10
(g) Attorneys' Fees. If any action should arise between the
parties hereto to enforce or interpret the provisions of this Agreement, the
prevailing party in such action shall be reimbursed for all reasonable expenses
incurred in connection with such action, including reasonable attorneys' fees.
(h) Headings. The headings of this Agreement are for convenience
of reference only and shall not form part of, or affect the interpretation of
this Agreement.
(i) Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original and all of which, when
taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on this 29th day of January, 2003.
AMERICAN LEISURE HOLDINGS, INC.
By:S/ X X XXXXXX
Name: Xxxxxxx X Xxxxxx
Title: President
INVESTORS:
STANFORD VENTURE CAPITAL HOLDINGS, INC.
By: S/XXXXXXX XXXXXXXXXX
Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
11
