REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of November 1, 1998 between Xxxxxxx
X. Xxxxx, with an address 0000 Xxxxxx Xxxx, Xxxxxxx Xxxxxx, XX 00000 (the
"Holder") and OAO Technology Solutions, Inc. with an address at 0000 Xxxxxxxx
Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000 (the "Company").
WITNESSETH:
WHEREAS, the Holder is the beneficial owner of 111,000 shares (the
"Shares") of the common stock, par value $.01 per share, of the Company ("Common
Stock");
WHEREAS, the Holder desires to have certain registration rights under the
securities laws, and the Company desires that the Holder have such registration
rights;
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and other good and valuable consideration, the parties hereby agree as follows:
1. If, at any time during the period commencing on the date hereof and
terminating on the date on which the Shares become saleable under Rule 144
promulgated under the Act (as defined below), the Company shall determine to
file any registration statement, or any post-effective amendment to a
registration statement, under the Securities Act of 1933, as amended (the
"Act"), covering equity securities of the Company (other than registration
statements on Form S-8 or S-4 or any other form not generally available for the
registration of securities for sale to the public) for its own account or for
the account of others, the Company shall advise the Holder by written notice at
least ten (10) business days prior to any filing, and shall, upon the request of
the Holder, and at the expense of the Company, include in any such registration
statement, or any such post-effective amendment to a registration statement, all
of the Registrable Securities (as hereinafter defined) that the Holder has
requested in writing to be registered, provided that such written request is
delivered to the Company within seven (7) business days of the Holder's receipt
of notice from the Company. As used in this Agreement, "Registrable Securities"
shall mean (i) the Shares, and (ii) any Common Stock of the Company issued as
(or issuable upon the conversion or exercise of any convertible security,
option, warrant right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of the
Shares. All costs and expenses of such registration statement shall be borne by
the Company, except underwriting discounts or commissions applicable to any of
the Registrable Securities sold by the Holder and any counsel to the Holder.
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The Company shall not be required to register any securities of the Holder on
more than one occasion; provided that if the Holder has been prevented from
selling all of the Registrable Securities the Holder wished to sell because of
limitations imposed under paragraph (c) of this Section 1, then the Holder shall
be entitled to include the Registrable Securities in one or more additional
registration statements under the terms of this Section 1 until the Holder has
been able to sell all of the Registrable Securities the Holder wishes to sell.
(a) The Company shall supply prospectuses and such other documents as
the Holder may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Securities, use its reasonable best
efforts to register and qualify any of the Registrable Securities for sale
in a reasonable number of states and do any and all other acts and things
which may be necessary or desirable to enable the Holder to consummate the
public sale or other disposition of the Registrable Securities subject to
the rights of others with similar rights.
(b) The Company shall also furnish indemnification in the manner
provided in Section 3 hereof, except that the maximum amount of such
indemnification shall be limited to the amount of proceeds received by the
Holder from the sale of the Registrable Securities. The Holder shall
furnish information and indemnification as set forth in Section 3 hereof,
except that the maximum amount which may be recovered from the Holder shall
be limited to the amount of proceeds received by the Holder from the sale
of the Registrable Securities.
(c) In connection with any offering involving an underwriting of
shares of the Company's Common Stock, the Company shall not be required
under this Section 1 to include any of the Holder's Registrable Securities
in such underwriting unless the Holder accepts the terms of the
underwriting as agreed upon between the Company and the underwriters
selected by it (or by other persons entitled to select the underwriters),
and then only in such quantity as the underwriters determine in their sole
discretion will not jeopardize or limit the success of the offering by the
Company. If the total amount of securities, including Registrable
Securities, requested by selling stockholders to be included in such
offering exceeds the amount of securities that the underwriters determine
in their sole discretion is compatible with the success of the offering,
then the Company shall be required to include in the offering only that
number of such securities, including Registrable Securities, which the
underwriters determine in their sole discretion will not jeopardize the
success of the offering (the securities so included to be apportioned pro
rata (subject to the registration rights described in the Company's filings
with the Securities and Exchange Commission) among the selling stockholders
(whether such selling stockholders acquire or have acquired such
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Common Stock before, on or after the date hereof) according to the total
amount of securities entitled to be included therein owned by each selling
stockholder or in such other proportions as shall mutually be agreed to by
such selling stockholders).
2. Representations by the Holder. The Holder understands that the
Registrable Securities are and will be deemed to be "restricted securities" as
such term is defined in Rule 144 and can only be sold (a) in accordance with the
provisions of the Rule or such other duly available exemption from the
registration requirements of the Act or (b) pursuant to an effective
registration statement as set forth in this Agreement. The Holder is acquiring
the Shares for its own account (and not for the account of others) and not with
a view to the distribution or resale thereof. Upon any subsequent transfer or
disposition of any Registrable Securities made in reliance on an exemption from
the registration provisions of the Act, the Holder agrees to deliver to the
Company either an opinion of counsel satisfactory to the Company to the effect
that such transfer or disposition may be made without registration of such
Registrable Securities under the Act and/or such other documents or certificates
as the Company may require.
3. (a) Whenever pursuant to Section 1 hereof, a registration statement
relating to any of the Registrable Securities is filed under the Act, amended or
supplemented, the Company shall, to the extent permitted by law, indemnify and
hold harmless Holder, and each person, if any, who controls (within the meaning
of the Act) Holder, and each underwriter (within the meaning of the Act) of such
securities and each person, if any, who controls (within the meaning of the Act)
any such underwriter, against such losses, claims, damages, liabilities or
actions, joint or several, to which Holder, any such controlling person or any
such underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages, 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 such registration statement or any preliminary
prospectus or final prospectus constituting a part thereof or any amendment or
supplement thereto, or arise out of or are based upon the omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse Holder and each such
controlling person and underwriter for any legal or other expenses reasonably
incurred by Holder or such controlling person or underwriter in connection with
investigating or defending any such losses, claims, damages, liabilities or
actions; provided, however, that the Company will not be liable in any such case
to the extent that any such losses, claims, damages, liabilities or actions
arise out of or are based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said registration statement, said
preliminary
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prospectus, said final prospectus or said amendment or supplement in reliance
upon and in conformity with written information furnished by Holder or any other
underwriter, for use in the preparation thereof.
(b) The Holder shall indemnify and hold harmless the Company, each of its
directors, each of its officers and each person, if any, who controls the
Company within the meaning of the Act against any losses, claims, damages,
liabilities or actions, to which the Company or any such director, officer or
controlling person may become subject, under the Act or otherwise, insofar as
such losses, claims, damages, liabilities or actions arise out of or are based
upon any untrue or alleged untrue statement of any preliminary prospectus, said
final prospectus, or said amendment or supplement, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement therein not
misleading in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in said registration statement, said preliminary prospectus, said final
prospectus or said amendment or supplement in reliance upon and in conformity
with written information furnished by such Holder for use in the preparation
thereof; and shall reimburse the Company or any such director, officer or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such losses, claims, damages,
liabilities or actions.
(c) Promptly after receipt by an indemnified party under this Section 3 of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party, give the
indemnifying party notice of the commencement thereof; but the omission to so
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 3.
(d) In case any such action is brought against any indemnified party, and
it notifies an indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party, the
indemnifying party shall not be liable to such indemnified party under this
Section 3 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, other than reasonable
costs of investigation.
(e) To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it
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would otherwise be liable under this Section 2 to the extent permitted by law,
provided that (i) no contribution shall be made under circumstances where the
indemnifying party would not have been liable for indemnification under the
fault standards set forth in this Section 3, (ii) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of such fraudulent misrepresentation
and (iii) contribution by the Holder shall be limited in amount to the net
amount of proceeds received by him from the sale of the Registrable Securities
pursuant to such Registration Statement or prospectus.
4. All notices, requests, consents or other communications ("Notices")
which either party may desire or be required to give to the other hereunder
shall be in writing and shall be delivered by hand, overnight express carrier,
or sent by registered or certified mail, return receipt requested, postage
prepaid, in any event, addressed to the parties at their respective addresses
first above set forth. Notices given in the manner aforesaid shall be deemed to
have been given three (3) business days after the day so mailed, the following
business day after delivery to any overnight express carrier and on the day so
delivered by hand (if delivered on a business day prior to 5 p.m., or if not,
then on the next business day). Either party shall have the right to change its
address(es) for the receipt of Notices by giving Notice to the other party in
either manner aforesaid. Any Notice required or permitted to be given by either
party may be given by that party's attorney.
5. (a) This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors.
(b) This Agreement shall be governed by, interpreted under and construed
and enforced in accordance with, the laws of the State of Delaware.
(c) This Agreement has been fully negotiated by the parties and rules of
construction construing ambiguities against the party responsible for drafting
agreements shall not apply.
(d) This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior understandings, if
any, with respect thereto.
(e) This Agreement may not be modified, changed, supplemented or
terminated, nor may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by its agent duly authorized in
writing or as otherwise expressly permitted herein.
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(f) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
will not operate as a waiver thereof. No waiver will be effective unless and
until it is in writing and signed by the party giving the waiver.
(g) This Agreement may be executed in one or more counterparts, each of
which when so executed and delivered shall be deemed an original, but all of
which taken together shall constitute but one and the same original.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
OAO Technology Solutions, Inc.
By:___________________________
Name: Xxxxxxx X. Xxxxx
Title: President
___________________________
Xxxxxxx X. Xxxxx
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