REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT
This
REGISTRATION
RIGHTS AGREEMENT
(this
“Agreement”),
dated
as of August 17, 2007, is among (a) Advanced Communications Technologies, Inc.,
a Florida corporation (the “Company”),
(b)
ACT-DE LLC, a Delaware limited liability company (the “HIG Investor”),
(c)
the Persons listed on Schedule 1
hereto
as “Sankaty Investors” (the “Sankaty Investors
and,
collectively, with the HIG Investor, the “Investors”),
(d)
the Persons listed on Schedule 1
hereto
as “Other Investors” (collectively, the “Other Investors”),
and
(e) any other Person who becomes a party to this Agreement by executing an
Instrument of Accession (“Instrument of Accession”)
in the
form attached hereto as Schedule 2.
The
Investors, the Other Investors, and each other Person who becomes a party hereto
as aforesaid are referred to collectively herein as the “Holders”
and
each individually as a “Holder”.
This
Agreement is made in connection with the Stock Purchase Agreement and the
Stockholder Agreements. In order to induce each Holder that is a party to the
Stock Purchase Agreement and the Stockholder Agreements, the Company has agreed
to provide the registration rights set forth in this Agreement.
The
parties hereby agree as follows:
1. Definitions.
As used
herein, the following terms have the following meanings:
“Affiliate”
means,
with respect to any Person, any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with, such
Person.
“Agreement”
has
the
meaning specified in the Preamble hereto.
“Commission”
means
the Securities and Exchange Commission.
“Common Stock”
means
(a) the Common Stock of the Company, no par value per share, and (b) any shares
of any other class of capital stock of the Company hereafter issued which are
either (i) not preferred as to dividends or assets over any class of stock
of
the Company, (ii) not subject to redemption pursuant to the terms thereof,
or
(iii) issued to the holders of shares of Common Stock upon any reclassification
thereof.
“Company”
has
the
meaning specified in the Preamble hereto.
“Convertible Note”
means
the
Subordinated Convertible Promissory Note, in the aggregate principal amount
of
$1,000,000 (and convertible into an aggregate of 1,666,666,666.67 shares of
Common Stock), issued by the Company to Xxxx Xxxxxxx (“Xxxxxxx”) on the date
hereof.
“Convertible Note Shares”
means
shares of Common Stock issued pursuant to the Convertible Note.
“Demand Registration”
has
the
meaning specified in Section 2(a) hereof.
“Exchange Act”
means
the Securities Exchange Act of 1934, as amended.
“HIG Investor”
has
the
meaning specified in the Preamble hereto.
“Holder”
means
one of the Holders identified in the introductory paragraph to this Agreement
or
such other Person to whom such Holder shall have assigned or transferred such
Holder’s Registrable Securities in accordance with the Stockholder Agreement and
Section 12(g) of this Agreement.
“Indemnified Party”
has
the
meaning specified in Section 8(c) hereof.
“Indemnifying Party”
has
the
meaning specified in Section 8(c) hereof.
“Instrument of Accession”
has
the
meaning specified in the Preamble hereto.
“Investors”
has
the
meaning specified in the Preamble hereof.
“Investor
Registrable Securities”
means,
at any time, all of the then issued and outstanding (a) shares of Common Stock
issued or issuable to the Investors upon conversion of any shares of Preferred
Stock held by the Investors, (b) shares of Common Stock purchased by or issued
from time to time to the Investors, (c) shares of any class of Common Stock
into
which such shares of Common Stock have been converted and (d) shares of Common
Stock issued with respect to such shares by way of stock dividend or stock
split
or in connection with any merger, consolidation, recapitalization or other
reorganization affecting the Common Stock. Investor Registrable Securities
will
continue to be Investor Registrable Securities in the hands of any Holder and
each Holder thereof will succeed to the rights and obligations of a Holder
of
Investor Registrable Securities hereunder, provided
that
shares of Investor Registrable Securities will cease to be Investor Registrable
Securities when transferred (i) to the Company, (ii) to a holder of Other
Registrable Securities or (iii) pursuant to a Public Sale.
“Investor Stockholders”
means
each of the Investors, for so long as such Investor holds Investor Registrable
Securities and any other Person to whom Investor Registrable Securities are
assigned or transferred in accordance with Section 12(g) of this Agreement
(other than an assignment or transfer (i) to the Company, (ii) to a holder
of
Other Registrable Securities or (iii) pursuant to a Public Sale) for so long
as
such Person holds any Investor Registrable Securities.
“Material Transaction”
means
any material transaction in which the Company or any of its Subsidiaries
proposes to engage or is engaged, including a purchase or sale of assets or
securities, financing, merger, consolidation or any other transaction that
would
require disclosure pursuant to the Exchange Act, and with respect to which
the
Company’s board of directors has reasonably determined that compliance with this
Agreement may be expected to either materially interfere with the Company’s
ability to consummate such transaction or require the Company to disclose
material, non-public information prior to such time as it would otherwise be
required to be disclosed.
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“Other Investors”
has
the
meaning specified in the Preamble hereto.
“Other Registrable Securities”
means,
at any time, all of the then issued and outstanding (a) shares of Common Stock
purchased by or issued from time to time to any Other Investor or Holder other
than any Investor Stockholder (including, without limitation, shares of Common
Stock issued or issuable upon conversion or exercise of the Convertible Notes
or
any Preferred Stock issued to the Other Investors), (b) shares of Common Stock
into which such shares of Common Stock have been converted and (c) shares of
Common Stock issued with respect to such shares by way of stock dividend or
stock split or in connection with any merger, consolidation, recapitalization
or
other reorganization affecting the Common Stock. Other Registrable Securities
will continue to be Other Registrable Securities in the hands of any Other
Stockholder and each Other Stockholder thereof will succeed to the rights and
obligations of a Holder of Other Registrable Securities hereunder, provided
that
shares of Other Registrable Securities will cease to be Other Registrable
Securities when transferred (i) to the Company, (ii) to a holder of Investor
Registrable Securities, or (iii) pursuant to a Public Sale.
“Other Stockholders”
means
any Person for so long as such Person holds Other Registrable Securities and
any
other Person to whom Other Registrable Securities are assigned or transferred
in
accordance with the Stockholder Agreement and Section 12(g) of this Agreement
for so long as such Person holds any Other Registrable Securities.
“Person”
means
any individual, partnership, corporation, limited liability company, trust
or
unincorporated organization, or a government or agency or political subdivision
thereof.
“Piggyback Registration”
has
the
meaning specified in Section 3(a) hereof.
“Preferred Stock”
means
(a) the Company’s (i) Series C Convertible Preferred Stock, $0.01 par value per
share, (ii) Series D Convertible Preferred Stock, $0.01 par value per share
and
(iii) Series A-2 Convertible Preferred Stock, $0.01 par value per share and
(b)
any capital stock or other securities into which or for which any such shares
of
such Preferred Stock shall have been converted or exchanged pursuant to any
recapitalization, reorganization or merger of the Company.
“Prospectus”
means
the prospectus included in any Registration Statement, as amended or
supplemented by any Prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.
-3-
“Public
Sale”
means
any sale of Common Stock pursuant to a sale registered under the Securities
Act
or to the public through a broker or market-maker pursuant to the provisions
of
Rule 144 (or any successor rule) adopted under the Securities Act.
“Registered”
and
“Registration”
means
a
registration effected by preparing and filing a Registration Statement in
compliance with the Securities Act and the declaration or ordering by the
Commission of effectiveness of such Registration Statement.
“Registrable Securities”
means
all Investor Registrable Securities and all Other Registrable
Securities.
“Registration Expenses”
has
the
meaning specified in Section 7 hereof.
“Registration Statement”
means
any registration statement of the Company which covers any of the Registrable
Securities pursuant to the provisions of this Agreement including the
Prospectus, amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all material incorporated by
reference in such Registration Statement.
“Sankaty Investors”
has
the
meaning specified in the Preamble hereof.
“Securities Act”
means
the Securities Act of 1933, as amended.
“Stock
Purchase Agreement”
means
that certain Purchase Agreement, of even date herewith, among the Company and
the Investors.
“Stockholder Agreement”
means,
collectively, (i) the Stockholder Agreement, dated as of August 17, 2007, among
the Company and certain stockholders of the Company, as amended and in effect
from time to time and (ii) the Stockholder Agreement, dated as of August 17,
2007, among the Company, the HIG Investor, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx and
Xxxxx Xxxxxxx, as amended and in effect from time to time.
“Stockholders”
means,
collectively, the Investor Stockholders and the Other Stockholders.
“Underwriters’
Maximum Number”
means,
for any Piggyback Registration, Demand Registration or other registration which
is an underwritten registration, that number of securities to which such
registration should, in the opinion of the managing underwriters of such
registration in the light of marketing factors, be limited.
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2. Demand Registration.
(a) Request for Demand Registration.
(i) Subject
to the limitations contained in the following paragraphs of this Section 2,
(A)
any Investor Stockholders who collectively hold 50% or more of all Investor
Registrable Securities may at any time and from time to time pursuant to this
subparagraph (i), make a written request for the registration by the Company
under the Securities Act of all or any part of the Investor Registrable
Securities of such Investor Stockholders (such registration being herein called
a “Demand Registration”)
and
(B) if the entire principal amount of the Convertible Note has been converted
into Convertible Note Shares prior to the second anniversary hereof, Xxxxxxx
may, subject to Section 2(b), make a written request for the registration by
the
Company under the Securities Act of such Convertible Note Shares (such
registration being called herein a “Note Share Registration”).
Within ten (10) days after the receipt by the Company of any such written
request for a Demand Registration, the Company will give written notice of
such
registration request to all Holders of Registrable Securities.
(ii) Subject
to the limitations contained in the following paragraphs of this Section 2,
after the receipt of such written request for a Demand Registration, (A) the
Company will be obligated and required to include in such Demand Registration
all Registrable Securities with respect to which the Company shall receive
from
Holders of Registrable Securities, within thirty (30) days after the date on
which the Company shall have given to all Holders a written notice of
registration request pursuant to Section 2(a)(i) hereof, the written requests
of
such Holders for inclusion in such Demand Registration, and (B) the Company
will
use its best efforts in good faith to effect promptly the registration of all
such Registrable Securities. All written requests made by Holders of Registrable
Securities pursuant to this subparagraph (ii) will specify the number of shares
of Registrable Securities to be registered and will also specify the intended
method of disposition thereof.
(b) Limitations on Demand Registration.
(i) The
Holders of Investor Registrable Securities will not be entitled to require
the
Company to effect (A) more than one (1) Demand Registration on Form S-1, SB-1
or
SB-2 (or other comparable form adopted by the Commission) during any
twelve-month period or (B) any Demand Registration on Form X-0, XX-0 or SB-2
(or
other comparable form adopted by the Commission) unless Form S-3 (or any
comparable form adopted by the Commission) is not available for such Demand
Registration. Xxxxxxx will not be entitled to cause the Company to effect (x)
more than one completed Note Share Registration or (y) any Note Share
Registration after the second anniversary of the date hereof. The Company shall
not be required to effect any Note Share Registration, and may terminate and/or
withdraw any Note Share Registration that has been initiated hereunder, at
any
time at which Convertible Note Shares are eligible for sale pursuant to Rule
144
(or any successor rule thereto), even if such shares are then subject to the
volume restrictions of Rule 144.
-5-
(ii) Any
registration initiated by Holders of Investor Registrable Securities as a Demand
Registration pursuant to Section 2(a) hereof shall not count as a Demand
Registration for purposes of Section 2(b)(i) hereof (A) unless and until such
registration shall have become effective and at least eighty percent (80%)
of
all Investor Registrable Securities requested to be included in such
registration shall have been actually sold or (B) if such Holders withdraw
their
request for a Demand Registration at any time because (1) such Holders
reasonably believed that the Registration Statement or Prospectus contained
an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements made therein (in the
case of the Prospectus, in the light of the circumstances under which they
were
made) not misleading, (2) such Holders notified the Company of such fact and
requested that the Company correct such alleged misstatement or omission and
(3)
the Company has refused to correct such alleged misstatement or
omission.
(iii) The
Company shall not be obligated or required to effect a Demand Registration
or
Note Share Registration of any Registrable Securities pursuant to Section 2(a)
hereof during the period commencing on the date falling thirty (30) days prior
to the Company’s estimated date of filing of, and ending on the date sixty (60)
days following the effective date of, any Registration Statement pertaining
to
any underwritten registration initiated by the Company, for the account of
the
Company, if the written request of Investor Stockholders for such Demand
Registration or Note Share Registration pursuant to Section 2(a)(i) hereof
shall
have been received by the Company after the Company shall have given to all
Holders of Registrable Securities a written notice stating that the Company
is
commencing an underwritten registration initiated by the Company; provided,
however,
that
the Company will use its best efforts in good faith to cause any such
Registration Statement to be filed and to become effective as expeditiously
as
shall be reasonably possible (to the extent that it remains so required pursuant
to the provisions hereof). All Holders agree to maintain the confidentiality
of
any notice stating the Company is commencing an underwritten registration except
that Holders may disclose such information on a confidential basis to their
legal counsel and other advisors to the extent necessary to exercise their
rights under this Agreement.
-6-
(iv) Anything
contained herein to the contrary notwithstanding, the Company may delay the
filing or effectiveness of any Registration Statement under this Section 2
for a
period of up to 90 days after the date of a request for registration pursuant
to
this Section 2 if a Material Transaction exists at the time of such
request.
(c) Priority on Demand Registrations.
In the
case of any underwritten Demand Registration, if the managing underwriters
shall
give written advice to the Company and the Holders of Registrable Securities
to
be included in such registration of an Underwriters’ Maximum Number, then: (i)
the Company will be obligated and required to include in such registration
that
number of Investor Registrable Securities requested by the Investor Stockholders
to be included in such registration which does not exceed the Underwriters’
Maximum Number, and such number of Investor Registrable Securities shall be
allocated pro rata
among
the Holders of such Investor Registrable Securities on the basis of the number
of Registrable Securities requested to be included therein by each such Investor
Stockholder; (ii) if the Underwriters’ Maximum Number exceeds the number of
Investor Registrable Securities requested by the Investor Stockholders thereof
to be included in such registration, the Company will be obligated and required
to include in such registration that number of Other Registrable Securities
requested by the Other Stockholders to be included in such registration which
does not cause the total number of Registrable Securities to exceed the
Underwriters’ Maximum Number, and such number of Other Registrable Securities
shall be allocated pro rata
among
the Holders of such Other Registrable Securities on the basis of the number
of
Other Registrable Securities requested to be included therein by each such
Holder; (iii) if the Underwriters’ Maximum Number exceeds the sum of the number
of Registrable Securities which the Company shall be required to include in
such
Demand Registration, then the Company will be entitled to include in such
registration that number of securities which shall have been requested by the
Company to be included in such registration for the account of the Company
and
which shall not be greater than such excess, and (iv) if the Underwriters’
Maximum Number exceeds the sum of the number of Registrable Securities which
the
Company shall be required to include in such Demand Registration and the number
of securities which the Company proposes to offer and sell for its own account
in such registration, then the Company may include in such registration that
number of other securities which Persons (other than the Holders of Registrable
Securities as such) shall have requested be included in such registration and
which shall not be greater than such excess. Neither the Company nor any of
its
stockholders (other than Holders of Registrable Securities) shall be entitled
to
include any securities in any underwritten Demand Registration unless the
Company or such stockholders (as the case may be) shall have agreed in writing
to sell such securities on the same terms and conditions as shall apply to
the
Registrable Securities to be included in such Demand Registration.
(d) Selection of Underwriters.
The
Holders of a majority of the Investor Registrable Securities to be included
in
any Demand Registration shall determine whether or not such Demand Registration
shall be underwritten and shall select the investment banker(s) and managing
underwriter(s) to administer such offering, subject to the approval of the
Company, not to be unreasonably withheld.
-7-
3. Piggyback Registrations.
(a) Rights to Piggyback.
(i) If
(and
on each occasion that) the Company proposes to register any of its securities
under the Securities Act either for the Company’s own account or for the account
of any of its stockholders (other than for Holders pursuant to Section 2 hereof
entitled to participate in a registration) (each such registration not withdrawn
or abandoned prior to the effective date thereof being herein called a
“Piggyback Registration”),
the
Company will give written notice to all Holders of Registrable Securities of
such proposal not later than the earlier to occur of (A) the tenth day following
the receipt by the Company of notice of exercise of any registration rights
by
any Persons, and (B) the thirtieth day prior to the anticipated filing date
of
such Piggyback Registration.
(ii) Subject
to the provisions contained in paragraph (b) of this Section 3 and in the last
sentence of this subparagraph (ii), (A) the Company will be obligated and
required to include in each Piggyback Registration all Registrable Securities
with respect to which the Company shall receive from Holders of Registrable
Securities, within fifteen (15) days after the date on which the Company shall
have given written notice of such Piggyback Registration to all Holders of
Registrable Securities pursuant to Section 3(a)(i) hereof, the written requests
of such Holders for inclusion in such Piggyback Registration, and (B) the
Company will use its best efforts in good faith to effect promptly the
registration of all such Registrable Securities. The Holders of Registrable
Securities shall be permitted to withdraw all or any part of the Registrable
Securities of such Holders from any Piggyback Registration at any time prior
to
the effective date of such Piggyback Registration unless such Holders of
Registrable Securities shall have entered into a written agreement with the
Company’s underwriters establishing the terms and conditions under which such
Holders would be obligated to sell such securities in such Piggyback
Registration. The Company will not be obligated or required to include any
Registrable Securities in any registration effected solely to implement an
employee benefit plan or a transaction to which Rule 145 of the Commission
is
applicable.
(b) Priority on Piggyback Registrations.
If a
Piggyback Registration is an underwritten registration, and the managing
underwriters shall give written advice to the Company of an Underwriters’
Maximum Number, then: (i) the Company and any other stockholder exercising
demand registration rights shall be entitled to include in such registration
that number of securities which the Company and such other stockholders proposes
to offer and sell for its own account in such registration and which does not
exceed the Underwriters’ Maximum Number; (ii) if the Underwriters’ Maximum
Number exceeds the number of securities which the Company and the other
stockholders exercising demand registration rights proposes to offer and sell
in
such registration, then the Company will be obligated and required to include
in
such registration that number of Investor Registrable Securities requested
by
the Holders thereof to be included in such registration and which does not
exceed such excess and such Investor Registrable Securities shall be allocated
pro rata
among
the Holders thereof on the basis of the number of Investor Registrable
Securities requested to be included therein by each such Holder; (iii) if the
Underwriters’ Maximum Number exceeds the sum of the number of the Investor
Registrable Securities which the Company shall be required to include in such
registration pursuant to clause (ii) and the number of securities which the
Company and stockholders exercising demand registration rights proposes to
offer
and sell for its own account in such registration, then the Company will be
obligated and required to include in such registration that number of Other
Registrable Securities requested by the Holders thereof to be included in such
registration and which does not exceed such excess and such Other Registrable
Securities shall be allocated pro rata
among
the Holders thereof on the basis of the number of Other Registrable Securities
requested to be included therein by each such Holder, and (iv) if the
Underwriters’ Maximum Number exceeds the sum of the number of the Investor
Registrable Securities which the Company shall be required to include in such
registration pursuant to clauses (ii) and (iii) and the number of securities
which the Company and stockholders exercising demand registration rights
proposes to offer and sell for its own account in such registration, then the
Company may include in such registration that number of other securities which
Persons shall have requested be included in such registration and which shall
not be greater than such excess.
-8-
(c) Selection of Underwriters.
In any
Piggyback Registration, the Company shall (unless the Company shall otherwise
agree) have the right to select the investment bankers and managing underwriters
in such registration.
4. Lockup Agreements.
(a) Restrictions on Public Sale by Holders of Registrable Securities.
Each
Holder of Registrable Securities, if the Company or the managing underwriters
so
request in connection with any underwritten registration of the Company’s
securities, will not, without the prior written consent of the Company or such
underwriters, effect any public sale or other distribution of any equity
securities of the Company, including any sale pursuant to Rule 144, 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. As long as such restrictions
remain in place, no Holder of Registrable Securities shall be permitted to
sell
a greater percentage of the Registrable Securities owned by such Holder than
the
percentage of Registrable Securities owned by any other Holder of Registrable
Securities that are permitted to be sold without such restrictions.
(b) Restrictions on Public Sale by the Company.
The
Company agrees not to effect any public 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 underwritten registration and except for any offering
pursuant to an employee benefit plan and registered on Form S-8 (or any
successor form).
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5. Registration Procedures.
(a) Whenever
the Holders of Registrable Securities have requested that any Registrable
Securities be registered pursuant to this Agreement, the Company will use its
best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and
pursuant thereto the Company will as expeditiously as possible:
(i) prepare
and file with the Commission a Registration Statement with respect to such
Registrable Securities and use its best efforts to cause such Registration
Statement to become effective (provided,
that
before filing a Registration Statement or Prospectus or any amendments or
supplements thereto, the Company will furnish to counsel selected by the holders
of Registrable Securities covered by such Registration Statement, copies of
all
such documents proposed to be filed, which documents will be subject to the
timely review of such counsel and the Company will not file any Registration
Statement or amendment thereto or any Prospectus or any supplement thereto,
including documents incorporated by reference, to which the Holders of a
majority of the Registrable Securities covered by such Registration Statement
shall reasonably object);
(ii) prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the Prospectus used in connection therewith as may
be
necessary to keep such Registration Statement effective for not more than six
(6) months, and comply with the provisions of the Securities Act with respect
to
the disposition of all securities covered by such Registration Statement during
such effective period in accordance with the intended methods of disposition
by
the sellers thereof set forth in such Registration Statement and cause the
Prospectus to be supplemented by any required prospectus supplement, and as
so
supplemented to be filed pursuant to Rule 424 under the Securities
Act;
(iii) upon
request, furnish to each seller of Registrable Securities such number of copies
of such Registration Statement, each amendment and supplement thereto, the
Prospectus included in such Registration Statement (including each preliminary
Prospectus and each Prospectus filed under Rule 424 of the Securities Act)
and
such other documents as each such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by each such
seller (it being understood that the Company consents to the use of the
Prospectus and any amendment or supplement thereto by such seller in connection
with the offering and sale of the Registrable Securities covered by the
Prospectus or any amendment or supplement thereto);
-10-
(iv) use
its
best efforts to register or qualify such Registrable Securities under such
other
securities or blue sky laws of such jurisdictions as any seller reasonably
requests, use its best efforts to keep each such registration or qualification
effective, including through new filings, amendments or renewals, during the
period such Registration Statement is required to be kept effective, and do
any
and all other acts and things which may be reasonably necessary or advisable
to
enable such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller; provided
that the
Company will not be required (A) to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph (a)(iv), (B) to subject itself to taxation in any such jurisdiction
or (C) to consent to general service of process in any such
jurisdiction;
(v) notify
each seller of such Registrable Securities, at any time when a Prospectus
relating thereto 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 contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, the Company will promptly prepare (and, when
completed, give notice to each seller of Registrable Securities) a supplement
or
amendment to such Prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such Prospectus will not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading; provided
that
upon such notification by the Company, each seller of such Registrable
Securities will not offer or sell such Registrable Securities until the Company
has notified such seller that it has prepared a supplement or amendment to
such
Prospectus and delivered copies of such supplement or amendment to such
seller;
(vi) cause
all
such Registrable Securities to be listed, prior to the date of the first sale
of
such Registrable Securities pursuant to such registration, on each securities
exchange on which similar securities issued by the Company are then
listed;
(vii) provide
a
transfer agent and registrar for all such Registrable Securities not later
than
the effective date of such Registration Statement;
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(viii) enter
into all such customary agreements (including underwriting agreements in
customary form) and take all such other actions as the holders of a majority
of
the Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, effecting a stock split or a
combination of shares);
(ix) make
available for inspection on a confidential basis by any seller, any underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney, accountant or other agent retained by any such seller or
underwriter (in each case after reasonable prior notice), all financial and
other records, pertinent corporate documents and properties of the Company,
and
cause the Company’s officers, directors, employees and independent accountants
to supply on a confidential basis all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with
such
Registration Statement;
(x) permit
any holder of Registrable Securities which holder, in the reasonable judgment
of
the Company, might be deemed to be an underwriter or a controlling person of
the
Company within the meaning of Section 15 of the Securities Act, to participate
in the preparation of such registration or comparable statement and to permit
the insertion therein of material, furnished to the Company in writing, which
in
the reasonable judgment of such holder and its counsel should be included,
provided that such material shall be furnished under such circumstances as
shall
cause it to be subject to the indemnification provisions provided pursuant
to
Section 8(b) hereof;
(xi) in
the
event of the issuance of any stop order suspending the effectiveness of a
Registration Statement, or of any order suspending or preventing the use of
any
related Prospectus or suspending the qualification of any Registrable Securities
included in such Registration Statement for sale in any jurisdiction, the
Company will use its best efforts promptly to obtain the withdrawal of such
order;
(xii) if
requested by the managing underwriter or underwriters or any holder of
Registrable Securities in connection with any sale pursuant to a Registration
Statement, promptly incorporate in a Prospectus supplement or post-effective
amendment such information relating to such underwriting as the managing
underwriter or underwriters or such holder reasonably requests to be included
therein, and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after being notified of the
matters incorporated in such Prospectus supplement or post-effective
amendment;
(xiii) cooperate
with the holders of Registrable Securities and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing Registrable
Securities to be sold under such registration, and enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriter or underwriters, if any, or such holders may
request;
-12-
(xiv) use
its
best efforts to cause the Registrable Securities to be registered with or
approved by such other governmental agencies or authorities within the United
States and having jurisdiction over the Company as may reasonably be necessary
to enable the seller or sellers thereof or the underwriter or underwriters,
if
any, to consummate the disposition of such Registrable Securities;
(xv) use
its
best efforts to obtain:
(A) at
the
time of effectiveness of each registration, a “comfort letter” from the
Company’s independent certified public accountants covering such matters of the
type customarily covered by “cold comfort letters” as the Holders of a majority
of the Registrable Securities covered by such registration and the underwriters
reasonably request; and
(B) at
the
time of any underwritten sale pursuant to a Registration Statement, a
“bring-down comfort letter”, dated as of the date of such sale, from the
Company’s independent certified public accountants covering such matters of the
type customarily covered by comfort letters as the Holders of a majority of
the
Registrable Securities covered by such Registration Statement and the
underwriters reasonably request;
(xvi) use
its
best efforts to obtain, at the time of effectiveness of each Piggyback
Registration and at the time of any sale pursuant to each registration, an
opinion or opinions, favorable in form and scope to the Holders of a majority
of
the Registrable Securities covered by such registration, from counsel to the
Company in customary form; and
(xvii) otherwise
comply with all applicable rules and regulations of the Commission, and make
generally available to its security holders (as contemplated by Section 11(a)
under the Securities Act) an earnings statement satisfying the provisions of
Rule 158 under the Securities Act no later than ninety (90) days after the
end
of the twelve month period beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration
Statement, which statement shall cover said twelve month period.
-13-
6. Cooperation by Prospective Sellers,
Etc.
(a) Each
prospective seller of Registrable Securities will furnish to the Company in
writing such information as the Company may reasonably require from such seller,
and otherwise reasonably cooperate with the Company in connection with any
Registration Statement with respect to such Registrable Securities.
(b) The
failure of any prospective seller of Registrable Securities to furnish any
information or documents in accordance with any provision contained in this
Agreement shall not affect the obligations of the Company under this Agreement
to any remaining sellers who furnish such information and documents unless
in
the reasonable opinion of counsel to the Company or the underwriters, such
failure impairs or may impair the viability of the offering or the legality
of
the Registration Statement or the underlying offering.
(c) The
Holders of Registrable Securities included in any Registration Statement will
not (until further notice) effect sales thereof after receipt of telegraphic
or
written notice from the Company to suspend sales to permit the Company to
correct or update such Registration Statement or Prospectus; but the obligations
of the Company with respect to maintaining any Registration Statement current
and effective shall be extended by a period of days equal to the period such
suspension is in effect.
(d) At
the
end of any period during which the Company is obligated to keep any Registration
Statement current and effective as provided by Section 5 hereof (and any
extensions thereof required by the preceding paragraph (c) of this Section
6),
the Holders of Registrable Securities included in such Registration Statement
shall discontinue sales of shares pursuant to such Registration Statement upon
receipt of notice from the Company of its intention to remove from registration
the shares covered by such Registration Statement which remain unsold, and
such
Holders shall notify the Company of the number of shares registered which remain
unsold promptly after receipt of such notice from the Company.
(e) Notwithstanding
any other provision herein to the contrary, no Holder of Registrable Securities
which constitute warrants or options shall be required to exercise such warrants
or options in connection with any registration until the actual sale of the
shares of Common Stock issuable upon exercise of such warrants or options.
The
Company shall enter into such agreements and shall otherwise cooperate with
the
Holders of Registrable Securities in order to ensure that such Holders are
not
required to exercise any warrants or options prior to the date of the actual
sale of the shares of Common Stock issuable upon exercise of such warrants
or
options.
-14-
7. Registration Expenses.
(a) All
costs
and expenses incurred or sustained in connection with or arising out of each
registration pursuant to Sections 2 and 3 hereof, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of
counsel for the underwriters in connection with the blue sky qualification
of
Registrable Securities), printing expenses, messenger, telephone and delivery
expenses, fees and disbursements of counsel for the Company, reasonable fees
and
disbursements of one counsel representing the Holders of Registrable Securities,
such counsel to be selected by the Holders of a majority of the Registrable
Securities to be included in such registration, fees and disbursements of all
independent certified public accountants (including the expenses relating to
the
preparation and delivery of any special audit or “cold comfort” letters required
by or incident to such registration), and fees and disbursements of underwriters
(excluding discounts and commissions), the reasonable fees and expenses of
any
special experts retained by the Company of its own initiative or at the request
of the managing underwriters in connection with such registration, and fees
and
expenses of all (if any) other Persons retained by the Company (all such costs
and expenses being herein called, collectively, the “Registration Expenses”),
will
be borne and paid by the Company. The Company will, in any case, pay its
internal expenses (including, without limitation, all salaries and expenses
of
its officers and employees performing legal or accounting duties), the expense
of any annual audit, and the fees and expenses incurred in connection with
the
listing of the securities to be registered on each securities exchange on which
similar securities of the Company are then listed.
(b) The
Company will not bear the cost of nor pay for any stock transfer taxes imposed
in respect of the transfer of any Registrable Securities to any purchaser
thereof by any Holder of Registrable Securities in connection with any
registration of Registrable Securities pursuant to this Agreement.
(c) To
the
extent that Registration Expenses incident to any registration are, under the
terms of this Agreement, not required to be paid by the Company, each Holder
of
Registrable Securities included in such registration will pay all Registration
Expenses which are clearly solely attributable to the registration of such
Holder’s Registrable Securities so included in such registration, and all other
Registration Expenses not so attributable to one Holder will be borne and paid
by all sellers of securities included in such registration in proportion to
the
number of securities so included by each such seller.
8. Indemnification.
(a) Indemnification by the Company.
The
Company will indemnify each Holder requesting or joining in a registration
and
each underwriter of the securities so registered, the officers, directors and
partners of each such Person and each Person who controls any thereof (within
the meaning of the Securities Act) against any and all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on
any
untrue statement (or alleged untrue statement) of any material fact contained
in
any Prospectus, offering circular or other document incident to any
registration, qualification or compliance (or in any related Registration
Statement, notification or the like) or any omission (or alleged omission)
to
state therein any material fact required to be stated therein or necessary
to
make the statements therein not misleading, or any violation by the Company
of
any rule or regulation promulgated under the Securities Act applicable to the
Company and relating to any action or inaction required of the Company in
connection with any such registration, qualification or compliance, and the
Company will reimburse each such Holder, underwriter, officer, director, partner
and controlling person for any legal and any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
liability or action; provided,
however,
that
the Company will not be liable in any such case to the extent that any such
claim, loss, damage or liability arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company
by
such Holder, underwriter, officer, director, partner or controlling person
and
stated to be specifically for use in such Prospectus, offering circular or
other
document (or related Registration Statement, notification or the
like).
-15-
(b) Indemnification by Each Holder.
Each
Holder requesting or joining in a registration will indemnify each underwriter
of the securities so registered, the Company and its officers and directors
and
each Person, if any, who controls any thereof (within the meaning of the
Securities Act) and their respective successors in title and assigns against
any
and all claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement)
of
any material fact contained in any Prospectus, offering circular or other
document incident to any registration, qualification or compliance (or in any
related Registration Statement, notification or the like) or any omission (or
alleged omission) to state therein any material fact required to be stated
therein or necessary to make the statement therein not misleading, and such
Holder will reimburse each underwriter, the Company and each other Person
indemnified pursuant to this paragraph (b) for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action; provided,
however,
that
this paragraph (b) shall apply only if (and only to the extent that) such
statement or omission was made in reliance upon written information furnished
to
such underwriter or the Company by such Holder in writing and stated to be
specifically for use in such Prospectus, offering circular or other document
(or
related Registration Statement, notification or the like) or any amendment
or
supplement thereto; and, provided further,
that
each Holder’s liability hereunder with respect to any particular registration
shall be limited to an amount equal to the net proceeds received by such Holder
from the Registrable Securities sold by such Holder in such
registration.
(c) Indemnification Proceedings.
Each
party entitled to indemnification pursuant to this Section 8 (the “Indemnified Party”)
shall
give notice to the party required to provide indemnification pursuant to this
Section 8 (the “Indemnifying Party”)
promptly after such Indemnified Party acquires actual knowledge of any claim
as
to which indemnity may be sought, and shall permit the Indemnifying Party (at
its expense) to assume the defense and settlement of any claim or any litigation
resulting therefrom; provided
that
counsel for the Indemnifying Party who shall conduct the defense of such claim
or litigation shall be acceptable to the Indemnified Party, and the Indemnified
Party may participate in such defense at such party’s expense; and provided,
further,
that
the failure by any Indemnified Party to give notice as provided in this
paragraph (c) shall not relieve the Indemnifying Party of its obligations under
this Section 8 except to the extent that the failure results in a failure of
actual notice to the Indemnifying Party and such Indemnifying Party is damaged
solely as a result of the failure to give notice. No Indemnifying Party, in
the
defense of any such claim or litigation, shall, except with the consent of
each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. The reimbursement required by this
Section 8 shall be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses
incurred.
-16-
9. Contribution in Lieu of Indemnification.
If the
indemnification provided for in Section 8 hereof is unavailable to a party
that
would have been an Indemnified Party under such Section in respect of any
losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each party that would have been an Indemnifying Party
thereunder shall, in lieu of indemnifying such Indemnified Party, contribute
to
the amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and such Indemnified Party on the other in connection
with
the statements or omissions which resulted in such losses, claims, damages
or
liabilities (or actions in respect thereof). 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 Indemnifying Party or
such Indemnified Party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and each Holder of Registrable Securities agree that it would not
be
just and equitable if contribution pursuant to this Section 9 were determined
by
pro rata
allocation or by any other method of allocation which does not take account
of
the equitable considerations referred to above in this Section 9. 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 9 shall include any legal or other expenses reasonably incurred by
such
Indemnified Party in connection with investigating or defending any such action
or claim. Notwithstanding any provision of this Section 9 to the contrary,
(a)
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 and (b) each Holder’s
liability hereunder with respect to any particular registration shall be limited
to an amount equal to the net proceeds received by such Holder from the
Registrable Securities sold by such Holder in such registration.
10. Eligibility Requirements.
After
the date hereof, the Company will make reasonable efforts in good faith to
take
all steps necessary to ensure that the Company will be eligible to register
securities on Form SB-2, as long as the Company is a “small business issuer”, or
Form S-3 (or any comparable forms adopted by the Commission) as soon thereafter
as possible, and to make publicly available and available to the Holders of
Registrable Securities, pursuant to Rule 144 or Rule 144A of the Commission
under the Securities Act, such information as shall be necessary to enable
the
Holders of Registrable Securities to make sales of Registrable Securities
pursuant to such Rules. The Company will furnish to any Holder of Registrable
Securities, upon request made by such Holder, a written statement signed by
the
Company, addressed to such Holder, describing briefly the action the Company
has
taken or proposes to take to comply with the current public information
requirements of Rule 144 and Rule 144A.
-17-
11. Participation in Underwritten Registrations.
(a) No
Person may participate in any underwritten registration pursuant to this
Agreement unless such Person (i) agrees to sell such Person’s securities on the
basis provided in any underwriting arrangements approved by the Persons
entitled, under the provisions hereof, to approve such arrangements, and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required by the terms
of
such underwriting arrangements. Any Holder of Registrable Securities to be
included in any underwritten registration shall be entitled at any time to
withdraw such Registrable Securities from such registration prior to its
effective date in the event that such Holder shall disapprove of any of the
terms of the related underwriting agreement.
(b) Notwithstanding
the priorities set forth in Sections 2(c) and 3(b) above, in the event that
the
managing underwriters in any underwritten Demand Registration or Piggyback
Registration inform the Company in writing that the inclusion therein of any
Other Registrable Securities held by management employees of the Company or
any
of its subsidiaries would impair the marketability of the Registrable Securities
to be included in such registration, the Company shall be required to include
in
such registration only such number of Other Registrable Securities held by
such
management employees as the managing underwriters determine would not negatively
impair the Registrable Securities to be sold in connection therewith. If any
such event shall occur, the other Holders of Registrable Securities (other
than
any Holder affected by the restriction described above) shall be entitled to
include in such registration, the number of Registrable Securities that Holders
of Other Registrable Securities would have been entitled to include in such
registration but for such restriction described above (such Registrable
Securities to be allocated pro
rata among
such other Holders on the basis of the number of Registrable Securities
requested to be included therein by each such Holder).
-18-
12. Miscellaneous.
(a) No Inconsistent Agreements.
The
Company has not previously entered into any agreement with respect to its Common
Stock granting any registration rights to any Person, and will not on or after
the date of this Agreement enter into any agreement with respect to its
securities which grants demand registration rights to anyone or which is
inconsistent with the rights granted to the Holders of Registrable Securities
in
this Agreement or otherwise conflicts with the provisions hereof.
(b) 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 such amendment, modification,
supplement, waiver or consent is approved in writing by the Holders of at least
fifty-one percent (51%) of the Investor Registrable Securities, the Holders
of
at least fifty-one percent (51%) of the Registrable Securities and the Company;
provided,
however,
that no
amendment, modification or waiver of any provision of this Agreement that
adversely affects the rights of any Party (as hereinafter defined) to this
Agreement in a manner different from the rights of the other Parties shall
be
effective against such adversely affected Party unless approved in writing
by
the holders of at least a majority of the Registrable Securities then held
by
all members of such Party. As used in this Section 12(b), “Party”
means
any one of the following entities or groups: (i) the Company, (ii) the Holders
of Investor Registrable Securities, and (iii) the Holders of Other Registrable
Securities. Section 2(a)(i)(B) and the second and third sentences of Section
2(b)(i) may not be amended, modified or supplemented, and waivers or consents
to
departures from such provisions may not be given, unless such amendment,
modification, supplement, waiver or consent is approved in writing by Xxxxxxx.
(c) Registrable Securities Held by the Company.
Whenever the consent or approval of Holders of Registrable Securities is
required pursuant to this Agreement, Registrable Securities held by the Company
shall not be counted in determining whether such consent or approval was duly
and properly given by such Holders.
(d) Term.
The
agreements of the Company contained in this Agreement shall continue in full
force and effect so long as any Holder holds any Registrable
Securities.
(e) Remedies.
In the
event of a breach by the Company of its obligations under this Agreement, each
Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of
its
rights under this Agreement. The Company agrees that monetary damages would
not
be adequate compensation for any loss incurred by reason of a breach by it
of
any of the provisions of this Agreement and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be
adequate.
-19-
(f) Notices.
Any
notice provided for in this Agreement will be in writing and will be deemed
properly delivered if either personally delivered or sent by overnight courier
or telecopier or mailed certified or registered mail, return receipt requested,
postage prepaid, to the recipient at the address specified below:
(i) if
to a
Holder, at such Holder’s address on the stock transfer books of the Company;
and
(ii) if
to the
Company, at:
|
Advanced
Communications Technologies, Inc.
|
||
| 000
Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
|
||
| Attention: | Xxxxx Xxxxxx | |
| Fax: | (000) 000-0000 | |
with
copies to:
|
ACT-DE
LLC
|
||
|
c/o
H.I.G. Capital, LLC
000
Xxxxxxxx Xxxxxx
00xx
Xxxxx
Xxxxxx,
XX 00000
|
||
| Attention: | Xxxx Xxxxx and Xxxxxxx Xxxxx | |
| Fax: | (000) 000-0000 | |
and
to:
|
Xxxxxxx
XxXxxxxxx LLP
|
||
|
000
Xxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
||
| Attention: | Xxxx X. Xxxxxxxx | |
| Fax: | (000) 000-0000 | |
and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 12(f). Any such notice shall be effective (A)
if
delivered personally or by telecopy, when received, (B) if sent by overnight
courier, when receipted for, and (C) if mailed, three (3) days after being
mailed as described above.
(g) Successors and Assigns.
This
Agreement and the rights of any Holder hereunder may be assigned to, and shall
inure to the benefit of, any Person to whom such Holder transfers Registrable
Securities, provided
that
such transfer is made in compliance with the provisions of the Stockholder
Agreement(s) and the transferee agrees to be bound by all of the terms and
conditions of this Agreement by executing and delivering to the Company an
Instrument of Accession.
-20-
(h) Counterparts.
This
Agreement may be executed in two or more counterparts and by the parties hereto
in separate 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
instrument.
(i) Headings.
The
headings in this Agreement are for convenience of reference only and shall
not
constitute a part of this Agreement, nor shall they affect their meaning,
construction or effect.
(j) Governing Law.
The
validity, performance, construction and effect of this Agreement shall be
governed by and construed in accordance with the internal laws of the State
of
New York, giving effect to principles of conflicts of law.
(k) Severability.
In the
event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.
(l) Entire Agreement.
This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein, with respect to the registration
rights granted by the Company with respect to the Registrable Securities. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.
-21-
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
an instrument under seal as of the date first written above.
|
COMPANY:
|
||
|
ADVANCED
COMMUNICATIONS TECHNOLOGIES, INC.
|
||
| |
|
|
| By: | /s/ Xxxxx Xxxxxx | |
|
Name: Xxxxx Xxxxxx |
||
|
Title:
Chief Executive Officer
|
||
|
BUYERS:
|
||
|
ACT-DE
LLC
|
||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxx | |
|
Name: Xxxxxxx Xxxxx |
||
|
Title:
Executive Vice President
|
||
|
|
||
| /s/ Xxxx X. Xxxxxxx | ||
|
Xxxx
X. Xxxxxxx
|
||
|
|
||
| /s/ Xxxxxx Xxxxxxxx | ||
|
Xxxxxx
Xxxxxxxx
|
||
|
|
||
| /s/ Xxxxx Xxxxxxx | ||
|
Xxxxx
Xxxxxxx
|
||
-22-
|
PROSPECT
HARBOR CREDIT PARTNERS,
L.P.
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxx | |
|
Name:
Xxxxxx Xxxxxx
|
||
|
Title:
Managing Director
|
||
|
SANKATY
CREDIT OPPORTUNITIES II, L.P.
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxx | |
|
Name:
Xxxxxx Xxxxxx
|
||
|
Title:
Managing Director
|
||
|
SANKATY
CREDIT OPPORTUNITIES III, L.P.
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxx | |
|
Name:
Xxxxxx Xxxxxx
|
||
|
Title:
Managing Director
|
||
|
RGIP,
LLC
|
||
| |
|
|
| By: | /s/ R.B. Malt | |
|
Name:
R. B. Malt
|
||
|
Title:
Managing Member
|
||
-23-
SCHEDULE 1
TO REGISTRATION
RIGHTS AGREEMENT
Santaky Investors
Prospect
Harbor Credit Partners, L.P.
Sankaty
Credit Opportunities II, L.P.
Sankaty
Credit Opportunities III, L.P.
RGIP,
LLC
Other Investors
Xxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxxx
SCHEDULE 2
TO REGISTRATION
RIGHTS AGREEMENT
Instrument of Accession
Reference
is made to that certain Registration Rights Agreement, dated as of
August __, 2007, a copy of which is attached hereto (as amended and in
effect from time to time, the “Registration
Rights Agreement”),
among
Advanced Communications Technologies, Inc., a Florida corporation (the
“Company”),
and
the Holders (as defined therein).
The
undersigned, _____________________, [in order to become] [is] the owner or
holder of ______ shares of the [Series C Convertible Preferred Stock, $.01
par
value per share] [Series D Convertible Preferred Stock, $.01 par value per
share] [Common Stock, $.001 par value per share] (the “Shares”)
of the
Company [and] hereby agrees that by his [her/its] [its] execution hereof the
undersigned is a Holder party to the Registration Rights Agreement subject
to
all of the restrictions and conditions applicable to Holders set forth in such
Registration Rights Agreement, and all of the Shares [purchased by the
undersigned in connection herewith] [owned by the undersigned as of the date
hereof] (and any and all shares of Common Stock of the Company issued in respect
thereof) are [Investor] [Other] Registrable Securities, subject to all the
restrictions and conditions applicable to [Investor] [Other] Registrable
Securities as set forth in the Registration Rights Agreement. This Instrument
of
Accession shall take effect and shall become a part of said Registration Rights
Agreement immediately upon acceptance thereof by the Company.
Executed
as of the date set forth below.
|
Signature:
|
|||
| Address: |
___________________________________ |
||
| ___________________________________ | |||
| ___________________________________ | |||
|
Date:
|
___________________________________
|
||
| Accepted: | ||||
| ADVANCED COMMUNICATIONS TECHNOLOGIES, INC. | ||||
| By: | ||||
| Date: |
___________________________________ |
|||
