REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 17th day
of March, 1999, among the entities listed on Schedule A (collectively referred
to as the "Investors"), SETTONDOWN CAPITAL INTERNATIONAL, LTD. (the "Placement
Agent", along with the Investors also referred to as the "Holders") located at
Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx, X.X. Xxx X. 0000, Xxxxxx, Bahamas, and
OBJECTSOFT CORPORATION, a corporation incorporated under the laws of the State
of Delaware, having its principal place of business at Continental Plaza III,
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Company").
WHEREAS, the Investors are purchasing from the Company and the
Company is issuing and selling to the Investors, pursuant to the terms and
conditions of a 6% Series E Convertible Preferred Stock Subscription Agreement
dated as of the date hereof (the "Agreement"), an aggregate value of Preferred
Stock and Warrants of up to Two Million ($2,000,000) Dollars;
WHEREAS, upon the Closing, the Company shall issue to the
Placement Agent, in return for services rendered (in addition to other fees set
forth in the Agreement): (i) that number of shares of Preferred Stock equal to
five (5%) percent of the number of shares of Preferred Stock and (ii) a Warrant
to purchase 50,000 shares of Common Stock; and
WHEREAS, the Company desires to grant to the Holders the
registration rights set forth herein with respect to the Underlying Shares and
Warrant Shares (collectively hereinafter referred to as the "Stock" or
"Securities" of the Company), which shall not include the Preferred Stock. All
capitalized terms not otherwise defined herein shall have those meanings
ascribed to such terms in the Agreement.
NOW, THEREFORE, the parties hereto mutually agree as follows:
Section 1. Registrable Securities. As used herein the term
"Registrable Security" means the Underlying Shares and Warrant Shares; provided,
however, that with respect to any particular Registrable Security, such security
shall cease to be a Registrable Security when, as of the date of determination,
(i) it has been effectively registered for resale under the Securities Act of
1933, as amended (the "Securities Act") and disposed of pursuant thereto, (ii)
registration under the Securities Act is no longer required for the immediate
public distribution of such security as a result of the provisions of Rule 144
with no limitations promulgated under the Securities Act, or (iii) it has ceased
to be outstanding. The term "Registrable Securities" means any and/or all of the
securities falling within the foregoing definition of a "Registrable Security."
In the event of any merger, reorganization, consolidation, recapitalization or
other change in corporate structure affecting the Common Stock, such adjustment
shall be made in the definition of "Registrable Security" as is appropriate in
order to prevent any dilution or enlargement of the rights granted pursuant to
this Section 1.
Section 2. Restrictions on Transfer. The Holders acknowledge
and understand that prior to the registration of the Securities as provided
herein, the Securities are "restricted securities" as defined in Rule 144
promulgated under the Securities Act. The Holders understand that no disposition
or transfer of the Securities may be made by the Holders in the absence of (i)
an opinion of counsel to the Holders that such transfer may be made without
registration under the Securities Act or (ii) such registration.
Section 3. Registration Rights.
(a) The Company agrees that it will prepare and file with the
Securities and Exchange Commission ("Commission"), no later than forty-five (45)
days after the Closing Date, a registration statement on Form S-3 or other form
under the Securities Act (the "Registration Statement"), at the sole expense of
the Company (except as provided in Section 3(c) hereof), in respect of all
holders of Registrable Securities, initially registering at least 1,500,000
shares of Common Stock (the "Initial Number of Registered Shares").
The Company shall use its reasonable efforts to cause the
Registration Statement to become effective within ninety (90) days from the
Closing Date. In the event the Commission prohibits the Company from registering
the number of shares of Common Stock as set forth above in the Registration
Statement, the Company will either amend the Registration Statement or file
other Registration Statements for the purpose of registering that number of
shares of Common Stock necessary pursuant to the terms of the Agreement and this
Registration Rights Agreement.
(b) The Company will maintain the effectiveness of any
Registration Statement or post-effective amendment filed under this Section 3
under the Securities Act until the earlier of (i) the date that all of the
Registrable Securities have been sold pursuant to the Registration Statement,
(ii) the date the holders thereof receive an opinion of counsel that all of the
Registrable Securities may be sold under the provisions of Rule 144 with no
limitations or (iii) five and one-half years after the Subscription Date. In the
event that the Initial Number of Registered Shares shall be insufficient to
cover all Registrable Securities, the Company shall file with the Commission
such other Registration Statement(s) necessary to register any Registrable
Securities then outstanding or reasonably expected to be issued which shall not
have been registered.
(c) All fees, disbursements and out-of-pocket expenses and
costs incurred by the Company in connection with the preparation and filing of
the Registration Statement under subparagraph 3(a) and in complying with
applicable securities and Blue Sky laws (including without limitation,
reasonable attorneys' fees thereof) shall be borne by the Company. The Holders
shall bear the cost of underwriting discounts and commissions, if any,
applicable to the Registrable Securities being registered and the fees and
expenses of its counsel. The Company shall qualify any of the securities for
sale in such states as such Holders reasonably designate and shall furnish
indemnification in the manner provided in Section 6 hereof. However, the Company
shall not be required to qualify any of the securities for sale in any state
which will require an escrow or other restriction relating to the Company and/or
the sellers. The Company at its expense will supply the Holders with copies of
the Registration Statement and the prospectus or offering circular included
therein and other related documents in such quantities as may be reasonably
requested by the Holders.
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(d) The Company shall not be required by this Section 3 to
include a Holder's Registrable Securities in any Registration Statement which is
to be filed if, in the opinion of counsel for all of the Holders and the Company
(or, should they not agree, in the opinion of another counsel experienced in
securities law matters acceptable to counsel for the Holders and the Company)
the proposed offering or other transfer as to which such registration is
requested is exempt from applicable federal and state securities laws and would
result in all Investors or transferees obtaining securities which are not
"restricted securities" as defined in Rule 144 with no limitations under the
Securities Act.
(e) In the event the Registration Statement to be filed by the
Company pursuant to Section 3(a) above is not filed with the Commission within
thirty (30) days from the Closing Date and/or the Registration Statement is not
declared effective by the Commission within one hundred twenty (120) days from
the Closing Date, then the Company will pay to the Holders (pro rated on a daily
basis) in cash upon demand by the Holders, as liquidated damages for such
failure and not as a penalty, two (2%) percent of the Purchase Price of the then
outstanding Securities for every thirty (30) day period thereafter until the
Registration Statement has been filed and/or declared effective, provided that,
such demand is made by the Holders in writing within ninety (90) days of the
date on which the Company becomes liable for such liquidated damages in
accordance with this Section 3(e). Such payment of the liquidated damages shall
be made to the Holders in cash promptly upon demand, provided however, that the
payment of such liquidated damages shall not relieve the Company from its
obligations to register the Securities pursuant to this Section. The
aforementioned liquidated damages shall cease to accrue one year after the
Closing Date on the condition that the Holders may rely on Rule 144 with no
limitations for the resale of all of the Securities then held by the Holders.
If the Company does not remit the damages to the Holders as
set forth above, the Company will pay the Holders' reasonable costs of
collection, including reasonable attorneys' fees, in addition to the liquidated
damages. The registration of the Securities pursuant to this provision shall not
affect or limit Holders' other rights or remedies as set forth in this
Registration Rights Agreement.
(f) No provision contained herein shall preclude the Company
from selling securities pursuant to any Registration Statement in which it is
required to include Registrable Securities pursuant to this Section 3.
(g) If at any time or from time to time after the Closing
Date, the Company notifies the Holders in writing of the existence of a
Potential Material Event (as defined in Section 3(h) below), the Holders shall
not offer or sell any Registrable Securities or engage in any other transaction
involving or relating to Registrable Securities, from the time of the giving of
notice with respect to a Potential Material Event until such Holder receives
written notice from the Company that such Potential Material Event either has
been disclosed to the public or no longer constitutes a Potential Material
Event; provided, however, that the Company may not so suspend the right to such
holders of Securities for more than one (1) twenty (20) day period in the
aggregate during any twelve month period, during the periods the Registration
Statement is required to be in effect. If a Potential Material Event shall occur
prior to the date the Registration Statement is filed, then the Company's
obligation to file the Registration Statement shall be delayed without penalty
for not more than twenty
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(20) days. The Company must give each Holder notice in writing at least two (2)
business days prior to the first day of the blackout period.
(h) "Potential Material Event" means any of the following: (a)
the possession by the Company of material information not for disclosure in a
registration statement; or (b) any material engagement or activity by the
Company which would be adversely affected by disclosure in a registration
statement at such time, that the Registration Statement would be materially
misleading absent the inclusion of such information.
Section 4. Cooperation with Company. Holders will cooperate
with the Company in all respects in connection with this Registration Rights
Agreement, including timely supplying all information reasonably requested by
the Company and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities.
Section 5. Registration Procedures. If and whenever the
Company is required by any of the provisions of this Registration Rights
Agreement to effect the registration of any of the Registrable Securities under
the Securities Act, the Company shall (except as otherwise provided in this
Registration Rights Agreement), as expeditiously as possible:
(a) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement
whenever the Holder of such securities shall desire to sell or otherwise dispose
of the same (including prospectus supplements with respect to the sales of
securities from time to time in connection with a registration statement
pursuant to Rule 415 promulgated under the Act);
(b) furnish to each Holder such numbers of copies of a summary
prospectus or other prospectus, including a preliminary prospectus or any
amendment or supplement to any prospectus, in conformity with the requirements
of the Securities Act, and such other documents, as such Holder may reasonably
request in order to facilitate the public sale or other disposition of the
securities owned by such Holder;
(c) register and qualify the securities covered by the
Registration Statement under such other securities or blue sky laws of such
jurisdictions as the Holders shall reasonably request (subject to the
limitations set forth in Section 3(c) above), and do any and all other acts and
things which may be necessary or advisable to enable each Holder to consummate
the public sale or other disposition in such jurisdiction of the securities
owned by such Holder, except that the Company shall not for any such purpose be
required to qualify to do business as a foreign corporation in any jurisdiction
wherein it is not so qualified or to file therein any general consent to service
of process;
(d) list such securities on the NASDAQ SmallCap Market or
other national securities exchange on which any securities of the Company are
then listed if the listing of such securities is then permitted under the rules
of such exchange or NASDAQ; and
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(e) notify each Holder of Registrable Securities covered by
the Registration Statement, at any time when a prospectus relating thereto
covered by the Registration Statement is required to be delivered under the
Securities Act, of the happening of any event of which it has knowledge as a
result of which the prospectus included in the Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.
Section 6. Indemnification.
(a) The Company agrees to indemnify and hold harmless the
Holders, each and every officer, director, affiliate and employee of the
Holders, and each person, if any, who controls each Holder within the meaning of
the Securities Act and each officer, director, affiliate or employee of each of
the Holders ("Distributing Holder") against any losses, claims, damages or
liabilities, joint or several (which shall, for all purposes of this
Registration Rights Agreement, include, but not be limited to, all costs of
defense and investigation and all reasonable attorneys' fees thereof), to which
the Distributing Holder may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
or any related preliminary prospectus, final prospectus, offering circular,
notification or amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
provided however, that the Company (i) 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 an untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, preliminary prospectus,
final prospectus, offering circular, notification or amendment or supplement
thereto in reliance upon, and in conformity with, written information furnished
to the Company by the Distributing Holder specifically for use in the
preparation thereof, and (ii) will not be required to pay any amounts paid in
settlement of any loss, claim, damage or liability if such settlement is
effected without the consent of the Company, which consent shall not be
unreasonably withheld. This Section 6(a) shall not inure to the benefit of any
Distributing Holder with respect to any person asserting such loss, claim,
damage or liability who purchased the Registrable Securities which are the
subject thereof if the Distributing Holder failed to send or give (in violation
of the Securities Act or the rules and regulations promulgated thereunder) a
copy of the prospectus contained in such Registration Statement to such person
at or prior to the written confirmation of such person of the sale of such
Registrable Securities, where the Distributing Holder was obligated to do so
under the Securities Act or the rules and regulations promulgated thereunder.
This indemnity provision will be in addition to any liability which the Company
may otherwise have.
(b) Each Distributing Holder agrees that it will severally
(and not jointly) indemnify and hold harmless the Company, and each officer,
director, affiliate and employee of the Company or person, if any, who controls
the Company within the meaning of the Securities Act, against any losses,
claims, damages or liabilities (which shall, for all purposes of this
Registration Rights Agreement, include, but not be limited to, all costs of
defense and investigation and all reasonable attorneys' fees thereof) to which
the Company or any such officer, director, affiliate, employee or controlling
person may become subject under the Securities Act or otherwise, insofar
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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 the Registration Statement, or any related
preliminary prospectus, final prospectus, offering circular, notification or
amendment or supplement thereto, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but in each
case only to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration Statement,
preliminary prospectus, final prospectus, offering circular, notification or
amendment or supplement thereto in reliance upon, and in conformity with,
information furnished to the Company by such Distributing Holder, specifically
for use in the preparation thereof. This indemnity provision will be in addition
to any liability which the Distributing Holder may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified party
otherwise than as to the particular item as to which indemnification is then
being sought solely pursuant to this Section 6. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, assume the defense thereof, subject to the provisions
stated herein and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation, unless
the indemnifying party shall not pursue the action to its final conclusion. The
indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall not be at the expense of the indemnifying party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified party; provided that, if the indemnified party
is the Distributing Holder, the fees and expenses of such counsel shall be at
the expense of the indemnifying party if the named parties to any such action
(including any impleaded parties) include both the Distributing Holder and the
indemnifying party and the Distributing Holder shall have been advised by such
counsel that there may be one or more legal defenses available to the
indemnifying party different from or in conflict with any legal defenses which
may be available to the Distributing Holder (in which case the indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing Holder, it being understood, however, that the indemnifying
party shall, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the all indemnified
parties, which firm shall be designated in writing by the indemnified parties).
No settlement of any action against an indemnified party shall be made without
the prior written consent of the indemnified party, which consent shall not be
unreasonably withheld.
Section 7. Contribution. In order to provide for just and
equitable contribution under the Securities Act in any case in which (i) the
indemnified party makes a claim for indemnification
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pursuant to Section 6 hereof but is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
the express provisions of Section 6 hereof provide for indemnification in such
case or (ii) contribution under the Securities Act may be required on the part
of any indemnified party, then the Company and the applicable Distributing
Holder shall contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (which shall, for all purposes of this Registration
Rights Agreement, include, but not be limited to, all costs of defense and
investigation and all reasonable attorneys' fees thereof), in either such case
(after contribution from others) on the basis of relative fault as well as any
other relevant equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
the applicable Distributing Holder on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Distributing Holder agree that
it would not be just and equitable if contribution pursuant to this Section 7
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in this
Section 7. 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 7 shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
Section 8. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by reputable courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:
If to the Company:
ObjectSoft Corporation
Continental Plaza III
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Mr. David X. X. Xxxxx, President
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Telephone: (000) 000-0000
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxx Flattau & Klimpl, LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile No.: (000) 000-0000
If to the Investors at the addresses set forth on Schedule A
attached hereto.
If to the Placement Agent:
Settondown Capital International, Ltd.
Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx
X.X. Xxx X. 0000
Xxxxxx, Bahamas
Telephone: (000) 000-0000
Facsimile No.: (000) 000-0000
Either party hereto may from time to time change its address
or facsimile number for notices under this Section by giving at least ten (10)
days' prior written notice of such changed address or facsimile number to the
other party hereto.
Section 9. Assignment. This Registration Rights Agreement is
binding upon and inures to the benefit of the parties hereto and their
respective heirs, successors and permitted assigns. The rights granted the
Holders under this Registration Rights Agreement shall not be assigned without
the written consent of the Company, which consent shall not be unnecessarily
withheld. In the event of a transfer of the rights granted under this
Registration Rights Agreement, the Holders agree that the Company may require
that the transferee comply with reasonable conditions as determined in the
discretion of the Company.
Section 10. Counterparts; Facsimile; Amendments. This
Registration Rights Agreement may be executed in multiple counterparts, each of
which may be executed by less than all of the parties and shall be deemed to be
an original instrument which shall be enforceable against the parties actually
executing such counterparts and all of which together shall constitute one and
the same instrument. Except as otherwise stated herein, in lieu of the original
documents, a facsimile transmission or copy of the original documents shall be
as effective and enforceable as the original. This Registration Rights Agreement
may be amended only by a writing executed by the Company on the one hand, and a
majority of the Investors, and the Placement Agent, on the other hand, or the
Company on the one hand, and all of the Investors on the other hand.
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Section 11. Termination of Registration Rights. The rights
granted pursuant to this Registration Rights Agreement shall terminate as to
each Holder (and permitted transferees or assignees) upon the occurrence of any
of the following:
(a) all Holder's Securities subject to this Registration
Rights Agreement have been registered;
(b) all of such Holder's Securities subject to this
Registration Rights Agreement may be sold without such registration pursuant to
Rule 144 with no limitations promulgated by the SEC pursuant to the Securities
Act without any restrictions;
(c) all of such Holder's Securities subject to this
Registration Rights Agreement can be sold pursuant to Rule 144(k).
Section 12. Headings. The headings in this Registration Rights
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Registration Rights Agreement.
Section 13. Governing Law; Venue; Jurisdiction. This
Registration Rights Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of New York, except for matters arising
under the Securities Act, without reference to principles of conflicts or choice
of law thereof. Each of the parties consents to the jurisdiction of the U.S.
District Court sitting in the Southern District of the State of New York or the
state courts of the State of New York sitting in Manhattan in connection with
any dispute arising under this Registration Rights Agreement and hereby waives,
to the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions. Each party hereby agrees that if another party to this
Registration Rights Agreement obtains a judgment against it in such a
proceeding, the party which obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the party against
whom such judgment was obtained, and each party hereby waives any defenses
available to it under local law and agrees to the enforcement of such a
judgment. Each party to this Registration Rights Agreement irrevocably consents
to the service of process in any such proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such party at its
address set forth herein. Nothing herein shall affect the right of any party to
serve process in any other manner permitted by law. Each party waives its right
to a trial by jury.
Section 14. Severability. If any provision of this
Registration Rights Agreement shall for any reason be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof and this Registration Rights Agreement shall be construed as if
such invalid or unenforceable provision had never been contained herein.
Section 15. Entire Agreement. This Registration Rights
Agreement, together with all documents referenced herein, embody the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior oral or written
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agreements and understandings relating to the subject matter hereof. No
statement, representation, warranty, covenant or agreement of any kind not
expressly set forth in this Registration Rights Agreement shall affect, or be
used to interpret, change or restrict, the express terms and provisions of this
Registration Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed by the undersigned, thereunto duly authorized,
as of the date first set forth above.
OBJECTSOFT CORPORATION
By:
Name:
Title:
SETTONDOWN CAPITAL
INTERNATIONAL, LTD.
By:
Name:
Title:
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Investors:
HEADWATERS CAPITAL
By:
Name:
Title:
AUSTOST ANSTALT XXXXXX
By:
Name:
Title:
BALMORE FUNDS, S.A.
By:
Name:
Title:
HSBC XXXXX XXXXX CANADA, INC.
By:
Name:
Title:
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TONGA PARTNERS, L.P.
By:
J. Xxxxx Xxxxxxx, General Partner
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