Exhibit 10.5
REGISTRATION RIGHTS AGREEMENT
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THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of the 23rd day of May, 2006, by and among TRADESTAR SERVICES, INC., a
Nevada corporation (the "Parent"), and XXXXX X. XXXXXX, XXXXXXXX X. XXXXXXXX,
XX., XXXXXXX X. XXXXXXX and XXXXXX X. XXXXXX, the holders of all of the capital
stock of the Company (as defined below) (each individually a "Shareholder" and
collectively, the "Shareholders"), and any transferees of the Shareholders who
become subject to the provisions hereof pursuant to Section 2.8 (together with
the Shareholders, the "Holders" and each individually a "Holder"). The
Shareholders and the Parent are each a "party" and together are "parties" to
this Agreement.
RECITALS
WHEREAS, concurrent with the execution hereof, THE CYMRI CORPORATION, a
Texas corporation (the "Company"), is merging with and into TRADESTAR
ACQUISITION SUB, L.L.C., a Nevada limited liability company and wholly-owned
subsidiary of the Parent (the "Buyer"), with the Buyer as the surviving entity
in the merger, all pursuant to the terms and conditions of that certain
Agreement and Plan of Merger, dated as of even date herewith (the "Merger
Agreement"), by and among the Buyer, the Shareholders, the Parent and the
Company;
WHEREAS, as part of the merger consideration, the Shareholders will receive
shares of common stock, par value $0.001 per share, of the Parent ("Common
Stock") as set forth on Exhibit A attached hereto (the "Parent Shares");
WHEREAS, in connection with the transactions contemplated in the Merger
Agreement, certain Shareholders will receive warrants to purchase shares of
Common Stock as set forth on Exhibit A (the "Warrants"); and
WHEREAS, as a condition to the closing of the transactions contemplated in
the Merger Agreement, the Parent wishes to grant the Holders certain
registration rights in respect of such Parent Shares and the shares of Common
Stock issuable upon the exercise of the Warrants;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereto hereby agree as follows:
1. Definitions. The following capitalized terms used in this Agreement
shall be construed to have the meanings set forth or referenced below.
"AAA" is defined in Section 3.11.
"Affiliate" shall mean with respect to any individual, corporation,
partnership, association, trust, or any other entity (in each case, a "Person"),
any Person which, directly or indirectly, controls, is controlled by or is under
common control with such Person, including, without limitation any general
partner, officer or director of such Person.
"Agreement" is defined in the opening paragraph of this Agreement.
"Company" is defined in the recitals of this Agreement.
"Common Stock" is defined in the recitals of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
"Form S-3" means such form under the Securities Act as in effect on the
date hereof or any registration form under the Securities Act subsequently
adopted by the SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by the Parent with the SEC.
"Holder" shall mean any Person owning or having the right to acquire
Registrable Securities or any assignee thereof in accordance with Section 2.8
hereof.
"Immediate Family Member" shall mean a child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, of a person referred to herein.
"Merger Agreement" is defined in the recitals of this Agreement.
"Parent" is defined in the opening paragraph of this Agreement.
"Parent Shares" is defined in the recitals of this Agreement.
"Person" is defined in the definition of Affiliate.
"register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.
"Registrable Securities" means (i) the Parent Shares issued to the Holders
in connection with the Transactions or shares of Common Stock issuable to the
Holders upon the exercise of the Warrants; and (ii) any Common Stock issued as
(or issuable upon the conversion or exercise of any 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 referenced in clause (i)
above; provided, however, that Registrable Securities shall not include any
shares of Common Stock (A) that have previously been registered or that have
been sold to the public either pursuant to a registration statement or SEC Rule
144, (B) which have been sold in a private transaction in which the transferor's
rights under this Agreement are not assigned, or (C) for which registration
rights have terminated pursuant to Section 2.9 of this Agreement.
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"Registrable Securities then outstanding" means the number of shares
determined by adding the number of shares of Common Stock outstanding which are,
and the number of shares of Common Stock issuable pursuant to then exercisable
or convertible securities which are, Registrable Securities.
"SEC" means the Securities and Exchange Commission.
"SEC Rule 144" means Rule 144 promulgated by the SEC under the Securities
Act.
"SEC Rule 144(k)" means Rule 144(k) promulgated by the SEC under the
Securities Act.
"SEC Rule 145" means Rule 145 promulgated by the SEC under the Securities
Act.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Shareholder" and "Shareholders" is defined in the opening paragraph of
this Agreement.
"Violation" means losses, claims, damages, or liabilities (joint or
several) to which a party hereto may become subject under the Securities Act,
the Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations: (i) any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto; (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by any other party hereto, of the
Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law.
"Warrants" is defined in the recitals of this Agreement.
2. Registration Rights. The Parent covenants and agrees as follows:
2.1 Piggyback Registration Rights. If the Parent proposes to register
(including for this purpose a registration effected by the Parent for
shareholders other than the Holders) any of its stock or other securities
under the Securities Act in connection with the underwritten public
offering of such securities solely for cash (other than (i) a registration
statement relating either to the sale of securities to employees of the
Parent pursuant to a stock option, stock purchase or similar plan or an SEC
Rule 145 transaction; (ii) a registration on any form which does not
include substantially the same information as would be required to be
included in a registration statement covering the sale of the Registrable
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Securities; (iii) a registration in which the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities
which are also being registered; (iv) a registration relating solely to a
corporate reorganization or other transaction on Form S-4 or under Rule 145
or (v) a registration on any form that does not permit sales by the
Holders), the Parent shall, at such time, promptly give each Holder written
notice of such registration. Upon the written request of each Holder given
within twenty (20) days after mailing of such notice by the Parent in
accordance with Section 3.5, the Parent shall, subject to the provisions of
Section 2.5, cause to be registered under the Securities Act all of the
Registrable Securities that each such Holder has requested to be
registered. The Parent shall have the right to terminate or withdraw any
registration initiated by it under this Section 2.1 prior to the
effectiveness of such registration whether or not any Holder has elected to
include securities in such registration. The expenses of such withdrawn
registration shall be borne by the Parent in accordance with Section 2.4
hereof.
2.2 Obligations of the Parent. Whenever required under Section 2.1 to
effect the registration of any Registrable Securities, the Parent shall, as
expeditiously as reasonably possible,
(a) use its best efforts to prepare and file with the SEC as soon
as reasonably practicable, a registration statement with respect to
the Registrable Securities and use its best efforts to cause such
registration to promptly become effective;
(b) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement;
(c) furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they
may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them;
(d) use its reasonable commercial efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided that, the Parent shall
not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of
process in any such states or jurisdictions, unless the Parent is
already subject to service in such jurisdiction and except as may be
required by the Securities Act;
(e) in the event of an underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering.
Each Holder participating in such underwriting shall also enter into
and perform its obligations under such an agreement;
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(f) cause all such Registrable Securities registered pursuant to
this Agreement hereunder to be listed on a national securities
exchange or trading system and each securities exchange and trading
system on which similar securities issued by the Parent are then
listed;
(g) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective
date of such registration; and
(h) use its reasonable commercial efforts to furnish, at the
request of any Holder requesting registration of Registrable
Securities pursuant to this Section 2, on the date on which such
Registrable Securities are sold to the underwriter, (i) an opinion,
dated such date, of the counsel representing the Parent for the
purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering, addressed to
the underwriters, if any, and (ii) a "comfort" letter dated such date,
from the independent certified public accountants of the Parent, in
form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any.
2.3 Furnish Information. It shall be a condition precedent to the
obligations of the Parent to take any action pursuant to this Section 2
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Parent such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition
of such securities as shall be reasonably required to effect the
registration of such Holder's Registrable Securities.
2.4 Expenses of Parent Registration. The Parent shall bear and pay all
expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 2.1 hereof for each Holder (which right may be assigned
as provided in Section 2.8 hereof), including (without limitation) all
registration, filing, and qualification fees, printers and accounting fees
relating or apportionable thereto and the fees, but excluding underwriting
discounts and commissions relating to Registrable Securities.
2.5 Underwriting Requirements. In connection with any offering
involving an underwriting of shares of the Parent's capital stock pursuant
to Section 2.1, the Parent shall not be required to include any of the
Holders' securities in such underwriting unless they accept the terms of
the underwriting as agreed upon between the Parent and its underwriters,
and then only in such quantity as the underwriters determine in their sole
discretion will not jeopardize the success of the offering by the Parent.
If the total number of securities, including Registrable Securities,
requested by shareholders to be included in such offering exceeds the
amount of securities to be sold other than by the Parent that the
underwriters determine in their reasonable discretion is compatible with
the success of the offering, then the Parent shall be required to include
in the offering only that number of such securities, including Registrable
Securities, which the underwriters and the Parent determine in their sole
discretion will not jeopardize the success of the offering. In the event
the underwriters determine that less than all of the total number of
securities, including Registrable Securities, requested by shareholders to
be included in such offering can be included in such offering, then the
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Parent and the underwriters shall allocate the number of securities that
are entitled to be included in the registration and underwriting among the
selling Holders on a pro rata basis based on the number of Registrable
Securities held by all selling Holders or in such other proportions as
shall mutually be agreed to by all such selling Holders.
2.6 Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might
arise with respect to the interpretation or implementation of this Section
2.
2.7 Indemnification. In the event any Registrable Securities are
included in a registration statement under this Section 2:
(a) To the extent permitted by law, the Parent will indemnify and
hold harmless each Holder, the partners, members, officers, directors
and stockholders of each Holder, legal counsel and accountants for
each Holder, any underwriter (as defined in the Securities Act) for
such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the Exchange
Act, against any Violation and the Parent will pay to each such
Holder, underwriter, controlling person or other aforementioned
person, any reasonable legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss,
claim, damage, liability, or action as such expenses are incurred;
provided, however, that the indemnity agreement contained in this
Section 2.7(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, or action if such settlement is
effected without the consent of the Parent (which consent shall not be
unreasonably withheld), nor shall the Parent be liable in any such
case for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation which occurs
in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such
Holder, underwriter, controlling person or other aforementioned
person.
(b) To the extent permitted by law, each selling Holder will
severally and not jointly indemnify and hold harmless the Parent, each
of its directors, each of its officers who has signed the registration
statement, each person, if any, who controls the Parent within the
meaning of the Securities Act, legal counsel and accountants for the
Parent, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages,
or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity
with written information furnished by such Holder expressly for use in
connection with such registration; and each such Holder will pay, any
reasonable legal or other expenses reasonably incurred by any person
intended to be indemnified pursuant to this Section 2.7(b), in
connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 2.7(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the
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Holder, which consent shall not be unreasonably withheld; provided,
further, that, in no event shall any indemnity under this Section
2.7(b) exceed the net proceeds from the offering received by such
Holder, except in the case of fraud or willful misconduct by such
Holder.
(c) Promptly after receipt by an indemnified party under this
Section 2.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under
this Section 2.7, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to
the parties; provided, however, that an indemnified party (together
with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying
party, 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 such indemnified party
and any other party represented by such counsel in such proceeding.
The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under
this Section 2.7, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may
have to any indemnified party otherwise than under this Section 2.7.
(d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either
(i) any Holder exercising rights under this Agreement, or any
controlling person of any such Holder, makes a claim for
indemnification pursuant to this Section 2.7 but it is judicially
determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not
be enforced in such case notwithstanding the fact that this Section
2.7 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any such
selling Holder or any such controlling person in circumstances for
which indemnification is provided under this Section 2.7, then, and in
each such case, the Parent and such Holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on
the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant
equitable considerations. The relative fault of the indemnifying party
and of the indemnified party 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 by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or
prevent such statement or omission; provided however, that, in any
such case, (i) no such Holder will be required to contribute any
amount in excess of the public offering price of all such Registrable
Securities offered and sold by such Holder pursuant to such
registration statement, and (ii) no person or entity guilty of
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fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) will be entitled to contribution from any person
or entity who was not guilty of such fraudulent misrepresentation;
provided further, that in no event shall a Holder's liability pursuant
to this Section 2.7(d), when combined with the amounts paid or payable
by such holder pursuant to Section 2.7(b), exceed the proceeds from
the offering (net of any underwriting discounts or commissions)
received by such Holder, except in the case of fraud or willful
misconduct by such Holder.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.
(f) Unless otherwise superceded by an underwriting agreement
entered into in connection with the underwritten public offering, the
obligations of the Parent and Holders under this Section 2.7 shall
survive the completion of any offering of Registrable Securities in a
registration statement under this Section 2, and otherwise and shall
survive the termination of this Agreement.
2.8 Assignment of Registration Rights. The rights to cause the Parent
to register Registrable Securities pursuant to this Section 2 may be
assigned (but only with all related obligations) by a Holder to a
transferee or assignee of such securities that (i) is a subsidiary,
Affiliate, parent, partner, member, limited partner, retired partner,
retired member or stockholder of a Holder; or (ii) is a Holder's Immediate
Family Member or trust for the benefit of an individual Holder or such
Holder's Immediate Family Member; provided: (a) the Parent is, within a
reasonable time after such transfer, furnished with written notice of the
name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; (b) such
transferee or assignee agrees in writing to be bound by and subject to the
terms and conditions of this Agreement; and (c) such assignment shall be
effective only if immediately following such transfer the further
disposition of such securities by the transferee or assignee is restricted
under the Securities Act. For the purposes of determining the number of
shares of Registrable Securities held by a transferee or assignee, the
holdings of a transferee or assignee (i) that is a subsidiary, parent,
partner, limited partner, retired partner, member, retired member or
stockholder of a Holder; (ii) that is an Affiliate of the Holder, which
means with respect to a limited liability company or a limited liability
partnership, a fund or entity managed by the same manager or managing
member or general partner or management company or by an entity
controlling, controlled by, or under common control with such manager or
managing member or general partner or management company; (iii) who is a
Holder's Immediate Family Member; or (iv) that is a trust for the benefit
of an individual Holder or such Holder's Immediate Family Member, shall be
aggregated together and with those of the assigning Holder; provided that
all assignees and transferees who would not qualify individually for
assignment of registration rights shall have a single attorney-in-fact for
the purpose of exercising any rights, receiving notices or taking any
action under this Section 2.
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2.9 Termination of Registration Rights.
(a) No Holder shall be entitled to exercise any right provided
for in this Section 2 after three (3) years following the date hereof.
(b) The rights set forth in this Section 2 shall terminate as to
any Holder, when the Registrable Securities held by such Holder
(together with any Affiliate of such Holder with whom such Holder must
aggregate its sales under SEC Rule 144) could be sold without
restriction under SEC Rule 144 within a ninety (90) day period.
3. Miscellaneous.
3.1 Transfers, Successors and Assigns. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
3.2 Governing Law. This Agreement shall be governed by and construed
in accordance with the with the internal laws of the State of Texas,
without regard to its principles of conflicts of laws.
3.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may
also be executed and delivered by facsimile signature and in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
3.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
3.5 Notices. All notices and other communications given or made
pursuant to this Agreement shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b) when sent by confirmed electronic mail or facsimile if sent during
normal business hours of the recipient, and if not so confirmed, then on
the next business day, (c) three (3) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or
(d) one (1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the respective parties at
their address as set forth on the signature pages or Exhibit A hereto, or
to such email address, facsimile number or address as subsequently modified
by written notice given in accordance with this Section 3.5. If notice is
given to the Parent, a copy (which shall not constitute notice) shall also
be given to:
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Xxxxxx and Xxxxx, LLP
One Houston Center
0000 XxXxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxxx, Esq. or Xxx Xxxx, Esq.
Facsimile: (000) 000-0000 or (000) 000-0000
3.6 Costs of Enforcement. If any party to this Agreement seeks to
enforce its rights under this Agreement by legal proceedings, the
non-prevailing party shall pay all costs and expenses incurred by the
prevailing party, including, without limitation, all reasonable attorneys'
fees.
3.7 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Parent and the holders
of a majority of the Registrable Securities then outstanding. Any amendment
or waiver effected in accordance with this Section 3.7 shall be binding
upon each holder of any Registrable Securities then outstanding, each
future holder of all such Registrable Securities, and the Parent.
Notwithstanding the foregoing, this Agreement may not be amended or
terminated and the observance of any term hereunder may not be waived with
respect to any Holder without the written consent of such Holder, unless
such amendment, termination or waiver applies to all Holders. The Parent
shall give prompt written notice of any amendment or termination hereof or
waiver hereunder to any party hereto that did not consent in writing to
such amendment, termination or waiver. Any amendment, termination or waiver
effected in accordance with this Section 3.7 shall be binding on all
parties hereto, even if they do not execute such consent. No waivers of or
exceptions to any term, condition or provision of this Agreement, in any
one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision.
3.8 Severability. The invalidity of unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision.
3.9 Aggregation of Stock. All shares of Registrable Securities held or
acquired by Affiliates shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.
3.10 Entire Agreement. This Agreement (including the Exhibits hereto,
if any) constitutes the full and entire understanding and agreement between
the parties with respect to the subject matter hereof, and any other
written or oral agreement relating to the subject matter hereof existing
between the parties are expressly canceled.
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3.11 Dispute Resolution. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be resolved by
binding arbitration administered by the American Arbitration Association
under its Commercial Arbitration Rules in effect on the date of this
Agreement (herein the "AAA Rules"), and judgment on the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof. The
arbitrator shall be selected pursuant to the AAA Rules and shall be a
neutral and impartial lawyer with excellent academic and professional
credentials (i) who is or has been practicing law for at least fifteen (15)
years, specializing in general commercial litigation or general corporate
and commercial matters and (ii) who has both training and experience as an
arbitrator and is generally available to serve as an arbitrator. The
arbitration shall be governed by the arbitration law of the Federal
Arbitration Act and shall be held in Houston, Texas.
3.12 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any party under this Agreement, upon any breach
or default of any other party under this Agreement, shall impair any such
right, power or remedy of such non-breaching or non-defaulting party nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character on the
part of any party of any breach or default under this Agreement, or any
waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
PARENT:
TRADESTAR SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------------
Xxxxxxxx X. Xxxxx
Chairman and Chief Executive Officer
SHAREHOLDERS:
/s/ Xxxxx X. Xxxxxx
----------------------------------------
XXXXX X. XXXXXX
/s/ Xxxxxxxx X. Xxxxxxxx, Xx.
----------------------------------------
XXXXXXXX X. XXXXXXXX, XX.
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
XXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
XXXXXXX X. XXXXXXX
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EXHIBIT A
SCHEDULE OF HOLDERS
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Number of Shares
of Common Stock
Number of Issuable under
Holder's Name and Address Parent Shares Warrants
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1. Xxxxx X. Xxxxxx 2,514,000 shares 160,428
000 Xxxxxxxxx Xxx
Xxxxxxx, Xxxxx 00000
--------------------------------------------------------------------------------
2. Xxxxxxxx X. Xxxxxxxx, Xx. 2,514,000 shares 168,449
0000 Xxx Xxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
--------------------------------------------------------------------------------
3. Xxxxxxx X. Xxxxxxx 3,756,000 shares 133,690
000 Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
--------------------------------------------------------------------------------
4. Xxxxxx X. Xxxxxx 3,756,000 shares None
00000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
--------------------------------------------------------------------------------
- 13 -
