EXHIBIT 10.17
PLACEMENT AGENT REGISTRATION RIGHTS AGREEMENT
THIS PLACEMENT AGENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated
November 5, 2003 is entered into by and between SearchHelp, Inc. (the "Company")
and X.X. Xxxxxx Securities LLC (the "Placement Agent").
W I T N E S S E T H
WHEREAS, the Company is conducting a private offering for the subscription
sale of up to 6,000,000 shares of Common Stock of the Company, $.0001 par value
at a purchase price of $.25 per share ("Shares") for a total of $1,500,000 as
more particularly described in the Private Placement Memorandum of the Company
dated November 5, 2003, as supplemented from time to time ("Memorandum");
WHEREAS, the Placement Agent has been engaged as a non-exclusive placement
agent in connection with the proposed offering of the Shares in accordance with
the terms of the placement agreement between the Placement Agent and the Company
dated as of even date herewith (the "Placement Agreement") to sell Shares until
November 30, 2003, if not terminated sooner by the Company ("Offering Period");
and
WHEREAS, as partial consideration for its services as placement agent, the
Placement Agent will be issued a warrant to purchase up to 600,000 Shares (the
"Placement Agent's Warrant") at a purchase price of $.30 per share which will be
exercisable for a period of 5 years, which means that the Placement Agent will
receive a warrant to purchase one share of common stock for every 10 Shares sold
by the placement agent, and, upon exercise of the Placement Agent's Warrant, the
Placement Agent will be issued shares of the Company's Common Stock;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1. Certain Definitions.
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As used in this Agreement, in addition to the terms defined elsewhere in
this Agreement, the following terms shall have the following respective
meanings:
"Commission" means the Securities and Exchange Commission, or any
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other federal agency at the time administering the Securities Act and the
Exchange Act.
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"Common Stock" means the common stock, $0.0001 par value per
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share, of the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as
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amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.
"Other Holders" shall mean the holders of securities of the
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Company who are entitled, by contract with the Company, to have securities
included in a registration.
"Prospectus" means the prospectus included in any Registration
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Statement, as amended or supplemented by an amendment or prospectus supplement,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.
"Registration Statement" means a registration statement filed by
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the Company with the Commission for a public offering and sale of securities of
the Company or any Other Holders (other than a registration statement on Form
S-8 or Form S-4, or their successors, or any other form for a similar limited
purpose, or any registration statement covering only securities proposed to be
issued in exchange for securities or assets of another corporation).
"Registration Expenses" means the expenses described in
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Section 4.
"Registrable Shares" means (i) the shares of Common Stock
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ultimately issued or issuable after the exercise of the Warrants, (ii) any other
shares of Common Stock issued in respect of such shares (because of stock
splits, stock dividends, reclassifications, recapitalizations, or similar
events); provided, however, that shares of Common Stock which are Registrable
Shares shall cease to be Registrable Shares upon (i) any sale pursuant to a
Registration Statement or Rule 144 under the Securities Act or (ii) any sale in
any manner to a person or entity which, by virtue of Section 13 of this
Agreement, is not entitled to the rights provided by this Agreement.
"Securities Act" means the Securities Act of 1933, as amended, or
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any successor federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
"Selling Stockholder" means any Stockholder owning Registrable
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Shares included in a Registration Statement.
"Stockholders" means the Placement Agent and any persons or
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entities to whom the rights granted under this Agreement are transferred by the
Placement Agent, its successors or assigns pursuant to Section 12 hereof.
2. Incidental Registration.
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(a) Whenever the Company proposes to file a Registration Statement at
any time and from time to time, it will, prior to such filing, give written
notice to all Stockholders of its intention to do so; provided, that, to
the extent relevant, such notice shall describe any determination of the
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managing underwriter pursuant to Section 2(b). Upon the written request of
Stockholder(s) holding Common Stock representing at least 25% of the
Registrable Shares then held by all Stockholders given within twenty (20)
days after the Company provides such notice (which request shall state the
intended method of disposition of such Registrable Shares), but subject to
any determination of a managing underwriter pursuant to Section 2(b) below,
the Company shall use its best efforts to cause all Registrable Shares
which the Company has been requested by such Stockholder or Stockholders to
register to be registered under the Securities Act to the extent necessary
to permit their sale or other disposition in accordance with the intended
methods of distribution specified in the request of such Stockholder or
Stockholders; provided that the Company shall have the right to postpone or
withdraw any registration effected pursuant to this Section 2 without
obligation to any Stockholder.
(b) If the registration for which the Company gives notice pursuant to
Section 2 is a registered public offering involving an underwriting, the
Company shall so advise the Stockholders as a part of the written notice
given pursuant to Section 2. In such event, the right of any Stockholder to
include its Registrable Shares in such registration pursuant to Section 2
shall be conditioned upon such Stockholder's participation in such
underwriting on the terms set forth herein. All Stockholders proposing to
distribute their securities through such underwriting shall (together with
the Company, Other Holders, and any officers or directors distributing
their securities through such underwriting) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected
for the underwriting by the Company. Notwithstanding any other provision of
this Section 2, if the managing underwriter determines in writing that the
inclusion of all shares requested to be registered would adversely affect
the offering, the Company may limit the number of Registrable Shares to be
included in the registration and underwriting. The Company shall so advise
all holders of Registrable Shares requesting registration, and the number
of shares that are entitled to be included in the registration and
underwriting shall be allocated in the following manner. The securities of
the Company held by officers and directors of the Company (other than
Registrable Shares) shall be excluded from such registration and
underwriting to the extent deemed advisable by the managing underwriter,
and, if a further limitation on the number of shares is required, the
number of shares that may be included in such registration and underwriting
shall be allocated among all Stockholders and Other Holders requesting
registration in proportion, as nearly as practicable, to the respective
number of Registrable Shares which they held at the time the Company gives
the notice specified in Section 2. If any Stockholder or Other Holder would
thus be entitled to include more securities than such holder requested to
be registered, the excess shall be allocated among other requesting
Stockholders and Other Holders pro rata in the manner described in the
preceding sentence. If any holder of Registrable Shares or any officer,
director or Other Holder disapproves of the terms of any such underwriting,
such person may elect to withdraw therefrom by written notice to the
Company, and any Registrable Shares or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.
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(c) Notwithstanding the foregoing, the Company shall not be required,
pursuant to this Section 2, to include any Registrable Shares in a
Registration Statement if such Registrable Shares can then be sold pursuant
to Rule 144(k) under the Securities Act.
3. Registration Procedures.
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(a) If and whenever the Company is required by the provisions of this
Agreement to use its best efforts to effect the registration of any
Registrable Shares under the Securities Act, the Company shall:
file with the Commission a Registration Statement with respect to such
Registrable Shares and use its best efforts to cause that Registration
Statement to become effective as soon as practicable;
as expeditiously as practicable prepare and file with the Commission any
amendments and supplements to the Registration Statement and the prospectus
included in the Registration Statement as may be necessary to comply with
the provisions of the Securities Act (including the anti-fraud provisions
thereof) and to keep the Registration Statement effective from the
effective date until all such Registrable Shares are sold;
as expeditiously as practicable furnish to each Selling Stockholder such
reasonable numbers of copies of the Prospectus, including any preliminary
Prospectus, in conformity with the requirements of the Securities Act, and
such other documents as such Selling Stockholder may reasonably request in
order to facilitate the public sale or other disposition of the Registrable
Shares owned by such Selling Stockholder;
as expeditiously as practicable use its best efforts to register or qualify
the Registrable Shares covered by the Registration Statement under the
securities or Blue Sky laws of such states as the Selling Stockholders
shall reasonably request, and do any and all other acts and things that may
be necessary or desirable to enable the Selling Stockholders to consummate
the public sale or other disposition in such states of the Registrable
Shares owned by the Selling Stockholder; provided, however, that the
Company shall not be required in connection with this paragraph (iv) to
qualify as a foreign corporation or execute a general consent to service of
process in any jurisdiction;
as expeditiously as practicable, cause all such Registrable Shares to be
listed on each securities exchange or automated quotation system on which
similar securities issued by the Company are then listed;
promptly provide a transfer agent and registrar for all such Registrable
Shares not later than the effective date of such Registration Statement;
promptly make available for inspection by the Selling Stockholders, any
managing underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney or accountant or other agent
retained by any such underwriter or selected by the Selling Stockholders,
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 all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such Registration Statement;
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as expeditiously as practicable, notify each Selling Stockholder, promptly
after it shall receive notice thereof, of the time when such Registration
Statement has become effective or a supplement to any Prospectus forming a
part of such Registration Statement has been filed; and
as expeditiously as practicable following the effectiveness of such
Registration Statement, notify each Selling Stockholder of any request by
the Commission for the amending or supplementing of such Registration
Statement or Prospectus.
(b) If the Company has delivered a Prospectus to the Selling
Stockholders and after having done so the Prospectus is amended, the
Company shall promptly notify the Selling Stockholders and, if requested,
the Selling Stockholders shall immediately cease making offers of
Registrable Shares and return all Prospectuses to the Company. The Company
shall promptly provide the Selling Stockholders with revised Prospectuses
and, following receipt of the revised Prospectuses, the Selling
Stockholders shall be free to resume making offers of the Registrable
Shares.
(c) In the event that, in the judgment of the Company, it is advisable
to suspend use of a Prospectus included in a Registration Statement due to
pending material developments or other events that have not yet been
publicly disclosed and as to which the Company believes public disclosure
would be detrimental to the Company, the Company shall notify all Selling
Stockholders to such effect, and, upon receipt of such notice, each such
Selling Stockholder shall immediately discontinue any sales of Registrable
Shares pursuant to such Registration Statement until such Selling
Stockholder has received copies of a supplemented or amended Prospectus or
until such Selling Stockholder is advised in writing by the Company that
the then current Prospectus may be used and has received copies of any
additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus. Notwithstanding anything to
the contrary herein, the Company shall not exercise its rights under this
Section 3(c) to suspend sales of Registrable Shares for a period in excess
of sixty (60) days in any 365-day period.
4. Allocation of Expenses. The Company will pay all Registration Expenses
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for all registrations under this Agreement. For purposes of this Section, the
term "Registration Expenses" shall mean all expenses incurred by the Company in
complying with this Agreement, including, without limitation, all registration
and filing fees, exchange listing fees, printing expenses, reasonable fees and
expenses of counsel for the Company and the fees and expenses of one counsel
selected by the Selling Stockholders to represent the Selling Stockholders,
state Blue Sky fees and expenses, and the expense of any special audits incident
to or required by any such registration. Registration Expenses shall not include
underwriting discounts, selling commissions and the fees and expenses of Selling
Stockholders' own counsel (other than the counsel selected to represent all
Selling Stockholders), which shall be borne by Selling Stockholders.
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5. Indemnification and Contribution.
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(a) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless each Selling Stockholder, each underwriter of
such Registrable Shares, and each other person, if any, who controls such
seller or underwriter within the meaning of the Securities Act or the
Exchange Act against any losses, claims, damages or liabilities, joint or
several, to which such Selling Stockholder, underwriter or controlling
person may become subject under the Securities Act, the Exchange Act, state
securities or Blue Sky laws or otherwise, but only insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any
preliminary prospectus or final Prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement,
or arise out of or are based upon the omission or alleged omission to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse such
Selling Stockholder, underwriter and each such controlling person for any
legal or any other expenses reasonably incurred by such Selling
Stockholder, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any untrue statement or omission made in such
Registration Statement, preliminary prospectus or prospectus, or any such
amendment or supplement, in reliance upon and in conformity with
information furnished to the Company, in writing, by or on behalf of such
Selling Stockholder, underwriter or controlling person specifically for use
in the preparation thereof.
(b) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, each Selling
Stockholder, severally and not jointly, will indemnify and hold harmless
the Company, each of its directors and officers and each underwriter (if
any) and each person, if any, who controls the Company or any such
underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages or liabilities, joint or several, to
which the Company, such directors and officers, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, state
securities or Blue Sky laws 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 a material
fact contained in any Registration Statement under which such Registrable
Shares were registered under the Securities Act, any preliminary prospectus
or final prospectus contained in the Registration Statement, or any
amendment or supplement to the Registration Statement, or arise out of or
are based upon any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, if the statement or omission was made in reliance upon and
in conformity with information relating to such Selling Stockholder
furnished in writing to the Company by or on behalf of such Selling
Stockholder specifically for use in connection with the preparation of such
Registration Statement, prospectus, amendment or supplement; provided,
however, that the obligations of a Selling Stockholder hereunder shall be
limited to an amount equal to the net proceeds to such Selling Stockholder
of Registrable Shares sold in connection with such registration (except in
case of fraud by such Selling Stockholder).
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(c) Each party entitled to indemnification under this Section (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of
any such 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 approved by the Indemnified Party (whose
approval shall not be unreasonably withheld); and, provided, further, that
the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this
Section except to the extent that the Indemnifying Party is adversely
affected by such failure. The Indemnified Party may participate in such
defense at such party's expense; provided, however, that the Indemnifying
Party shall pay such expense if representation of such Indemnified Party by
the counsel retained by the Indemnifying Party would be inappropriate due
to actual or potential differing interests between the Indemnified Party
and any other party represented by such counsel in such proceeding;
provided further that in no event shall the Indemnifying Party be required
to pay the expenses of more than one law firm per jurisdiction as counsel
for the Indemnified Party. The Indemnifying Party also shall be responsible
for the expenses of such defense if the Indemnifying Party does not elect
to assume such defense. 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 of such claim or litigation, and no Indemnified Party
shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 5
is due in accordance with its terms but for any reason is held to be
unavailable to an Indemnified Party in respect to any losses, claims,
damages and liabilities referred to herein, then the Indemnifying Party
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 to which such party may be subject
in such proportion as is appropriate to reflect the relative fault of the
Company on the one hand and the Stockholders on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Stockholders
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of material fact related to information
supplied by the Company or the Stockholders and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Stockholders agree
that it would not be just and equitable if contribution pursuant to this
Section 5 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. Notwithstanding the provisions of this paragraph of
Section 5, (a) in no case shall any one Stockholder be liable or
responsible for any amount in excess of the net proceeds received by such
Stockholder from the offering of Registrable Shares except in case of fraud
by such Stockholder and (b) the Company shall be liable and responsible for
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any amount in excess of such proceeds; provided, however, that 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. Any party entitled
to contribution will, promptly after receipt of notice of commencement of
any action, suit or proceeding against such party in respect of which a
claim for contribution may be made against another party or parties under
this Section, notify such party or parties from whom contribution may be
sought, but the omission so to notify such party or parties from whom
contribution may be sought shall not relieve such party from any other
obligation it or they may have thereunder or otherwise under this Section.
No party shall be liable for contribution with respect to any action, suit,
proceeding or claim settled without its prior written consent, which
consent shall not be unreasonably withheld.
6. Other Matters with Respect to Underwritten Offerings. In the event
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that Registrable Shares are sold pursuant to a Registration Statement in an
underwritten offering pursuant to Section 2, the Company agrees to (a) enter
into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of the Company and
customary covenants and agreements to be performed by the Company, including
without limitation customary provisions with respect to indemnification by the
Company of the underwriters of such offering; (b) use its best efforts to cause
its legal counsel to render customary opinions to the underwriters with respect
to the Registration Statement; and (c) use its best efforts to cause its
independent public accounting firm to issue customary "cold comfort letters" to
the underwriters with respect to the Registration Statement.
7. Information by Holder. Each holder of Registrable Shares included in
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any registration shall furnish to the Company such information regarding such
holder and the distribution proposed by such holder as the Company may
reasonably request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Agreement.
8. "Stand-Off" Agreement; Confidentiality of Notices. Each Stockholder,
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if requested by the Company and the managing underwriter of an underwritten
public offering by the Company of Common Stock (provided that all officers and
directors of the Company and any other selling shareholders shall also agree to
such restriction), shall not sell or otherwise transfer or dispose of any
Registrable Shares or other securities of the Company held by such Stockholder
for a period of one hundred and twenty (120) days following the effective date
of a Registration Statement.
The Company may impose stop-transfer instructions with respect to the
Registrable Shares or other securities subject to the foregoing restriction
until the end of such 180-day period.
Any Stockholder receiving any written notice from the Company regarding the
Company's plans to file a Registration Statement shall treat such notice
confidentially and shall not disclose such information to any person other than
as necessary to exercise its rights under this Agreement.
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9. Limitations on Subsequent Registration Rights. The Company shall not,
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without the prior written consent of Stockholders holding at least a majority of
the Registrable Shares then held by all Stockholders, enter into any agreement
(other than this Agreement) with any holder or prospective holder of any
securities of the Company which grant such holder or prospective holder rights
to include securities of the Company in any Registration Statement, unless (a)
such rights to include securities in a registration initiated by the Company or
by Stockholders are not more favorable than the rights granted to the Purchasers
under Section 2 of this Agreement, and (b) no rights are granted to initiate a
registration, other than registration pursuant to a registration statement on
Form S-3 (or its successor) in which Stockholders are entitled to include
Registrable Shares on a pro rata basis with such holders based on the number of
Registrable Shares owned by Stockholders and such holders.
10. Rule 144 Requirements. After the earliest of (i) the closing of the
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sale of securities of the Company pursuant to a Registration Statement, (ii) the
registration by the Company of a class of securities under Section 12 of the
Exchange Act, or (iii) the issuance by the Company of an offering circular
pursuant to Regulation A under the Securities Act, the Company agrees to:
(a) make and keep current public information about the Company
available, as those terms are understood and defined in Rule 144;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements); and
(c) furnish to any holder of Registrable Shares upon request (i) a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act (at
any time after it has become subject to such reporting requirements), (ii)
a copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents of the Company as such holder may
reasonably request to avail itself of any similar rule or regulation of the
Commission allowing it to sell any such securities without registration.
11. Termination. All of the Company's obligations to register Registrable
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Shares under Section 2 of this Agreement shall terminate upon the earlier of (i)
the term of the Placement Agent's Warrant plus one (1) year or (ii) when there
shall not be any Registrable Shares; provided, however, that the obligations of
the Company and corresponding rights of the Stockholders under Section 2 hereof
shall be inapplicable as to any Stockholder whenever the provisions of Rule
144(k) are applicable to all Registrable Shares then held by such Stockholder.
12. Transfer of Rights. Subject to the NASD Conduct Rules, the Placement
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Agent shall have the rights to transfer as set forth in the Placement Agent's
Warrant.
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13. Miscellaneous.
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(a) Governing Law. This Agreement shall be construed in accordance
with the laws of the State of New York applicable to contracts made and
performed within such State, without giving effect to conflicts of law
principles. The parties hereby submit to the exclusive jurisdiction and
venue in any state or federal courts located within the State of New York
with respect to any and all disputes concerning this Agreement.
(b) Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or by Federal Express, Express Mail or
similar overnight delivery or courier service or delivered (in person or by
telecopy, telex or similar telecommunications equipment) against receipt to
the party to whom it is to be given, (i) if to the Company, at its address
at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: President,
(ii) if to the Placement Agent, at 0 Xxxxxxxx, Xxxxx Xxxxx, Xxx Xxxx 00000,
Attention: Xxxxxxx Xxxxxxxxxx, or (iii) in either case, to such other
address as the party shall have furnished in writing in accordance with the
provisions of this Section 13(c). Any notice or other communication given
by certified mail shall be deemed given at the time of certification
thereof, except for a notice changing a party's address which shall be
deemed given at the time of receipt thereof. Any notice given by other
means permitted by this Section 13(c) shall be deemed given at the time of
receipt thereof.
(c) Waiver. No course of dealing and no delay or omission on the part
of the Placement Agent in exercising any right or remedy shall operate as a
waiver thereof or otherwise prejudice the Placement Agent's rights, powers
or remedies. No right, power or remedy conferred by this Agreement upon the
Placement Agent shall be exclusive of any other right, power or remedy
referred to herein or now or hereafter available at law, in equity, by
statute or otherwise, and all such remedies may be exercised singly or
concurrently.
(d) Amendment. This Agreement may be amended only by a written
instrument executed by the Company and the Placement Agent. Any amendment
shall be endorsed upon this Agreement, and all future Stockholders shall be
bound thereby.
(e) Captions. Paragraph captions contained in this Agreement are
inserted only as a matter of convenience and for reference and in no way
define, limit or extend or describe the scope of this Agreement or the
intent of any provision hereof.
(f) Counterparts. This Agreement may be executed in any number of
counterparts, each of which counterpart shall constitute an original
instrument, and all of which, when taken together, shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SEARCHHELP, INC.
By:
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Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer, Chief
Financial Officer, Vice President and Treasurer
X.X. XXXXXX SECURITIES LLC
By:
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Name: Xxxxxxx Xxxxxxxxxx
Title:
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