EXHIBIT 4.11
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of the 31st day
of January, 1997, by and between Harry's Farmers Market, Inc., a Georgia
corporation (the "Company"), and HFMI Acquisition Corporation, a Delaware
corporation (the "Purchaser").
WITNESSETH:
WHEREAS, the Company has agreed to provide the Purchaser with certain
registration rights as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to and on the terms
and conditions herein set forth, the parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
1.1 "Business Day" means any day on which the principal trading market for
the Common Stock is open for trading.
1.2 "Closing Date" means January 31, 1997.
1.3 "Common Stock" means the Class A Common Stock, no par value, of the
Company.
1.4 "Eligible Piggyback Registration" means any occasion occurring after
the Closing Date that the Company proposes to register any shares of Common
Stock in any manner which would permit registration of Eligible Securities for
public sale under the Securities Act, other than any offering described in
Sections 2.1(a) through (e).
1.5. "Eligible Securities" means all or any portion of the shares of
Common Stock now owned or hereafter acquired by a Stockholder or which are
issuable upon the conversion, exercise or exchange of any security of the
Company now owned or hereafter acquired by a Stockholder or which a Stockholder
has a right to acquire, including preferred stock, notes or other evidences of
indebtedness convertible into, exercisable or exchangeable for Common Stock, and
Common Stock issuable upon exercise of any warrant, and all other securities
issued with respect thereto by reason of dividends, stock splits, combinations
or similar transactions. Securities shall cease to be Eligible Securities for
all purposes of this Agreement when (i) a registration statement with respect to
the sale of such securities shall have become effective
under the Securities Act and such securities shall have been disposed of in
accordance with such registration statement, (ii) such securities are permitted
to be sold pursuant to Rule 144(k) (or any successor provision to such Rule)
under the Securities Act, (iii) such securities shall have been otherwise
transferred pursuant to an applicable exemption under the Securities Act, new
certificates for such securities not bearing a legend restricting further
transfer shall have been delivered by the Company and such securities shall be
freely transferable to the public without registration under the Securities Act,
or (iv) a written opinion of counsel of the Company addressed to the Stockholder
owning such securities to the effect that such securities may be sold without
registration under the Securities Act has been delivered to such Stockholder.
1.6 "Person" means an individual, a partnership (general or limited),
corporation, joint venture, business trust, cooperative, association or other
form of business organization, whether or not regarded as a legal entity under
applicable law, a trust (inter vivos or testamentary), an estate of a deceased,
insane or incompetent person, a quasi-governmental entity, a government or any
agency, authority, political subdivision or other instrumentality thereof, or
any other entity.
1.7 The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing with the SEC a registration
statement in compliance with the Securities Act and the declaration or ordering
of the effectiveness of such registration statement.
1.8 "Registration Expenses" means all expenses incident to the Company's
performance of or compliance with the registration requirements set forth in
this Agreement including, without limitation, the following: (i) the fees,
disbursements and expenses of the Company's counsel(s), accountants and experts
in connection with the registration of Eligible Securities to be disposed of
under the Securities Act; (ii) all expenses in connection with the preparation,
printing and filing of the registration statement, any preliminary prospectus or
final prospectus, any other offering document and amendments and supplements
thereto and the mailing and delivering of copies thereof to the underwriters and
dealers; (iii) the cost of printing or producing any agreement(s) among
underwriters, underwriting agreement(s) and blue sky or legal investment
memoranda, any selling agreements and any other documents in connection with the
offering, sale or delivery of Eligible Securities to be disposed of; (iv) SEC or
blue sky registration fees attributable to Eligible Securities; (v) all expenses
in connection with the qualification of Eligible Securities to be disposed of
for offering and sale under state securities laws, including the fees and
disbursements of counsel for the underwriters in connection with such
qualification and in connection with any blue sky and legal investment surveys;
(vi) the filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of Eligible
Securities to be disposed of; and (vii) fees and expenses incurred in connection
with the listing of Eligible Securities on each securities exchange on which
securities of the same class are then listed; provided, however, that
Registration Expenses with respect to any Eligible Registration pursuant to this
Agreement shall not include underwriting discounts or commissions attributable
to Eligible Securities, transfer
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taxes applicable to Eligible Securities, or any fees and disbursements of any
legal counsel, accountant or other expert or professional advisor retained by a
Stockholder.
1.9 "Resale Registration" shall have the meaning set forth in Article 3
hereof.
1.10 "SEC" means the Securities and Exchange Commission.
1.11 "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC thereunder, all as the same shall be in effect
at the relevant time.
1.12 "Selling Stockholder" means any Stockholder requesting the
registration of Eligible Securities registered pursuant to Article 2 or Article
3 hereof.
1.13 "Stockholder" means the Purchaser and any person holding Eligible
Securities to whom the rights under this Agreement have been transferred in
accordance with Section 7.9 hereof.
ARTICLE 2
PIGGYBACK REGISTRATIONS
2.1 Notice and Registration. If the Company proposes to register any shares
of Common Stock for public sale under the Securities Act in an Eligible
Piggyback Registration, it will give prompt written notice to the Stockholders
of its intention to do so, and upon the written request of a Stockholder
delivered to the Company within ten (10) Business Days after the giving of any
such notice by the Company (which request shall specify the number of Eligible
Securities intended to be disposed of by the Selling Stockholder and the
intended method of disposition thereof) the Company will use all reasonable
efforts to effect, in connection with the registration of its Common Stock in
such Eligible Piggyback Registration, the registration under the Securities Act
of all Eligible Securities in which the Company has been so requested to
register by the Selling Stockholders, to the extent required to permit the
public sale (in accordance with the intended method or methods thereof as
aforesaid) of Eligible Securities so to be registered, provided that:
(a) if, at any time after giving such written notice of its intention
to register any Common Stock, the Company shall determine for any reason not to
register the Common Stock or to terminate or withdraw such registration, the
Company may, at its election, give written notice of such determination to the
Selling Stockholders and thereupon the Company shall be relieved of its
obligation to register (or continue the registration of) such Eligible
Securities in connection with the registration of such Common Stock (but not
from its obligation to pay Registration Expenses to the extent incurred in
connection therewith as provided in Section 2.3);
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(b) the Company will not be required to effect any registration
pursuant to this Article 2 if the Company shall have been advised in writing by
a nationally recognized independent investment banking firm selected by the
Company to act as lead underwriter in connection with the public offering of the
Common Stock by the Company that, in such firm's opinion, a registration of
shares of Common Stock of the Stockholders pursuant to this Article 2 at that
time may materially and adversely affect the Company's own scheduled offering;
(c) the Company shall not be required to effect any registration of
Eligible Securities under this Article 2 incidental to the registration of any
of its securities in connection with mergers, acquisitions, exchange offers,
subscription offers, dividend reinvestment plans or stock options or other
employee benefit plans;
(d) the Company shall not be required to effect any registration of
Eligible Securities under this Article 2 incidental to the filing of a
registration statement for an offering to be made on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act or any similar rule that may
be adopted by the SEC; and
(e) in no event shall the Company be required to register Eligible
Securities if, in the reasonable judgment of the Company, the amount of Eligible
Securities for which registration has been requested does not justify the effort
and/or expense to the Company of effecting such registration.
2.2 Reduction of Offering. If the offering is an underwritten offering, the
right of holders of Eligible Securities to registration pursuant to this Article
2 shall be conditioned on such holders' participation in such underwritten
offering and the inclusion of such holders' Eligible Securities in such
underwritten offering to the extent provided below. In the case of any offering
made pursuant to an Eligible Piggyback Registration, if the Board of Directors
of the Company (if the offering is not underwritten) or the managing underwriter
(if the offering is underwritten) determines in good faith that inclusion of all
of the Eligible Securities requested to be registered in such offering would
jeopardize the success of such offering, the Board of Directors or the managing
underwriter, as the case may be, may limit the Eligible Securities to be
included in such registration. The Company shall so advise all Selling
Stockholders and the number of Eligible Securities that may be included in the
offering will be allocated among the Selling Stockholders and other stockholders
of the Company to whom the Company has heretofore granted piggy-back
registration rights, pro rata, and among the Selling Stockholders as
contemplated by Section 6.1 hereof or, absent such agreement, among all such
Selling Stockholders in proportion, as nearly as practicable, to the number of
Eligible Securities held by such Selling Stockholders. Any Eligible Securities
excluded or withdrawn from such offering shall be withdrawn from such
registration.
2.3 Registration Expenses. The Company (as between the Company and the
Selling Stockholders) shall be responsible for the payment of all Registration
Expenses in connection with any registration pursuant to this Article 2.
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ARTICLE 3
RESALE REGISTRATION
3.1 Notice and Registration. The Company hereby agrees to file under the
Securities Act, within the 18-month period immediately following the Closing
Date (such period, subject to extension as provided below, the "Resale
Registration Period"), a registration statement on Form S-1 or any similar long-
form registration statement or Form S-3 or any similar short-form registration
statement, at its election, to register, in a non-underwritten offering, all
Eligible Securities for which the Company has received notice of intent to
register by Selling Stockholders pursuant to this Article 3, whether in
connection with a primary registration of its Common Stock or otherwise ("Resale
Registration"). The Company shall have the right to select the timing of the
Resale Registration within the Resale Registration Period. The Resale
Registration Period shall be extended for a period of 12 additional months if
the Company shall have been advised in writing by a nationally recognized
independent investment banking firm that, in such firm's opinion, the filing of
a registration statement for the Resale Registration immediately prior to the
end of the original Resale Registration Period might materially and adversely
affect the Company (including the price of the Company's Common Stock). When the
Company proposes to file a registration statement for the Resale Registration,
it will give written notice to the Stockholders of its intention to do so. Each
Stockholder shall have ten (10) Business Days from the giving of such notice to
notify the Company in writing of such Stockholder's intention to have the
Company include in the Resale Registration such Stockholder's Eligible
Securities (which notice shall specify the number of Eligible Securities
(including shares of Common Stock issuable in the future upon the conversion,
exercise or exchange of preferred stock, notes or other evidences of
indebtedness, the timing of which conversion, exercise or exchange thereof shall
be determined in the sole discretion of the Stockholder requesting registration
hereunder) intended to be disposed of by the Selling Stockholder and the
intended method of disposition thereof). The Company shall thereafter promptly
prepare and file with the SEC the registration statement to effect the Resale
Registration and shall use its reasonable best efforts to cause such
registration statement to become effective.
3.2 Restrictions on Resale Registration. The Company shall not be obligated
to effect the Resale Registration (i) in the event that the aggregate offering
value of the Eligible Securities to be registered in the Resale Registration
does not equal or exceed $3,000,000 or (ii) within three months after the
effective date of a previous Eligible Piggyback Registration in which Eligible
Securities were registered and the Selling Stockholders selling thereon were
able to sell at least 80% of the Eligible Securities they had requested to sell
on such Eligible Piggyback Registration. In the event that the Company does not
effect a Resale Registration because (x) the value of the Eligible Securities to
be registered in the Resale Registration does not equal or exceed $3,000,000,
the Company's obligation to file a registration statement for a Resale
Registration shall be terminated, and (y) the circumstances set forth in
subsection (ii) above apply, the Company's obligation to effect such Resale
Registration shall continue and the Company shall effect such Resale
Registration pursuant to the terms of this Article 3 upon the
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expiration of the three-month period referred to in subsection (ii) hereof,
notwithstanding the expiration of the Resale Registration Period. In addition,
the Company may postpone for up to three months the filing or effectiveness of a
registration statement for a Resale Registration if the Company believes that
such Resale Registration would reasonably be expected to have an adverse effect
on any proposal or plan by the Company or any of its subsidiaries to engage in
any acquisition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or similar transaction; provided, however,
that immediately following such postponement, the Company shall file or request
effectiveness of the Resale Registration notwithstanding the expiration of the
Resale Registration Period.
3.3 Registration Expenses. The Company (as between the Company and the
Selling Stockholders) shall be responsible for the payment of all Registration
Expenses in connection with any registration pursuant to this Article 3.
3.4 Holdback Agreements. If the Company shall have filed a registration
statement for the Resale Registration and such registration statement shall have
become effective, each of the Selling Stockholders agrees not to effect the sale
of more than 25% of the Eligible Securities beneficially owned by such Selling
Stockholder as of the effective date of such registration statement during any
period of six consecutive months following such effective date. This holdback
agreement will terminate on the second anniversary of the effective date of the
registration statement for the Resale Registration.
3.5 Black-Out Period. The Company may, by notice given to all Selling
Stockholders under the Resale Registration, require such Selling Stockholders
not to make any sale of Eligible Securities pursuant to the registration
statement for the Resale Registration if (i) in the opinion of counsel for the
Company, (x) securities laws applicable to such sale would require the Company
to disclose material non-public information ("Non-Public Information") and (y)
the disclosure of such Non-Public Information would adversely affect the Company
or (ii) such sale would occur during the measurement period (a "Measurement
Period") for determining the amount of Common Stock, or the amount of any other
consideration the amount of which will be based on the price of the Common
Stock, in connection with the acquisition of a business or assets by the
Company. In the event the sales under the Resale Registration are deferred
because of the existence of Non-Public Information, the Company will notify the
Selling Stockholders promptly upon such Non-Public Information being included by
the Company in a filing with the SEC, being otherwise disclosed to the public
(other than through the actions of a Selling Stockholder) or ceasing to be
material to the Company, and upon such notice being given by the Company, the
Selling Stockholders shall again be entitled to sell Eligible Securities
pursuant to the Resale Registration. In the event such sales are deferred
because it is proposed to be made during a Measurement Period, the Company shall
specify, in notifying the Selling Stockholders of the deferral of its sale, when
the Measurement Period will end, at which time the Selling Stockholders shall
again be entitled to sell Eligible Securities pursuant to the Resale
Registration. If the Measurement Period is thereafter changed, the Company will
promptly notify the Selling Stockholders of such change and upon the end of the
Measurement Period as so changed, the
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Selling Stockholders will again be entitled to sell Eligible Securities pursuant
to the Resale Registration. If the acquisition agreement to which such
Measurement Period relates is terminated prior to the end of the Measurement
Period, the deferral period hereunder shall end immediately and the Company will
notify the Selling Stockholders of the end of the deferral period. The Company
may defer proposed sales of Eligible Securities pursuant to this Section 3.5 for
not more than a total of 60 days in any 365-day period.
ARTICLE 4
REGISTRATION PROCEDURES
4.1 Registration and Qualification.
(a) If and whenever the Company is required to use reasonable efforts
to effect the registration of any Eligible Securities under the Securities Act
as provided in Article 2 or Article 3 hereof, the Company will as promptly as is
practicable register the Eligible Securities under the Securities Act and use
reasonable commercial efforts to cause the registration statement to become
effective;
(b) The Company shall prepare and file with the SEC such amendments
and supplements to any registration statement registering Eligible Securities
and the prospectus used in connection therewith as may be necessary to keep such
registration statement effective, and comply with the provisions of the
Securities Act with respect to the disposition of all Eligible Securities, until
the earlier of such time as all of such Eligible Securities have been disposed
of in accordance with the intended methods of disposition by the Selling
Stockholders as set forth in the registration statement or (i) with respect to
an Eligible Piggyback Registration, the expiration of thirty (30) days after
such registration statement has become effective (or, if such registration
statement relates to an underwritten offering, such longer period as in the
opinion of counsel for the underwriters a prospectus is required by law to be
delivered in connection with sales of Eligible Securities by an underwriter or
dealer), or (ii) with respect to the Resale Registration, the expiration of
three years after the date such registration statement has become effective;
provided, however, that in the event that the Company shall notify the Selling
Stockholders of the happening of any event which would cause the prospectus
included as part of such registration statement, as then in effect, to include
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, such
Selling Stockholders shall thereafter sell no shares under such registration
statement until the Company has filed an amendment or supplement to the
prospectus to cause the prospectus not to include an untrue statement of a
material fact or omit to state any material facts required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and, subject to Section 3.5 hereof, the
Company shall be obligated to promptly amend or supplement the prospectus so
that the prospectus does not include an untrue statement of a material fact or
omit to state any material fact required to be stated therein or
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necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(c) The Company will use its reasonable best efforts to register or
qualify such Eligible Securities under the blue sky laws of such jurisdictions
as any Selling Stockholder reasonably requests and to do any and all other acts
which may be reasonably necessary to enable such Selling Stockholder to
consummate the disposition in such jurisdictions of the Eligible Securities
owned by such Selling Stockholder (provided that the Company will not be
required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph, (ii)
subject itself to taxation in any such jurisdiction, or (iii) consent to general
service of process in any such jurisdiction);
(d) The Company may require the Selling Stockholders to furnish to the
Company such information regarding the Selling Stockholders and the distribution
of the Eligible Securities as the Company may from time to time reasonably
request in writing and as shall be required by law or by the SEC in connection
with any registration;
(e) The Company shall provide to each Selling Stockholder a reasonable
opportunity to review the registration statement prior to the filing of the
registration statement with the SEC;
(f) The Company shall provide to each Selling Stockholder such number
of copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such Selling Stockholder may
reasonably request in order to facilitate the disposition of the Eligible
Securities registered pursuant to such registration statement; and
(g) The Company will provide a transfer agent and registrar for all
Eligible Securities not later than the effective date of the registration
statement, and use its reasonable best efforts to cause the Eligible Securities
to be listed on each securities exchange or national market system on which the
Common Stock is then listed.
4.2 Underwriting. In the event that any registration pursuant to Article 2
or Article 3 hereof shall involve, in whole or in part, an underwritten
offering, the Company may require Eligible Securities requested to be registered
pursuant to Article 2 or Article 3 to be included in such underwriting on the
same terms and conditions as shall be applicable to the Common Stock being sold
through underwriters under such registration. In such case, the holders of
Eligible Securities on whose behalf Eligible Securities are to be distributed by
such underwriters shall be parties to any such underwriting agreement. Such
agreement shall contain such representations and warranties by the Selling
Stockholders and such other terms and provisions as are customarily contained in
underwriting agreements with respect to secondary distributions, including,
without limitation, indemnities and contribution to the effect and to the extent
provided in Article 5. The representations and warranties in such underwriting
agreement by,
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and the other agreements on the part of, the Company to and for the benefit of
such underwriters shall also be made to and for the benefit of such Selling
Stockholders.
ARTICLE 5
INDEMNIFICATION
5.1 Indemnification.
(a) In the event of any registration of any Eligible Securities
hereunder, the Company will enter into the customary indemnification
arrangements to indemnify and hold harmless each Stockholder who exercises his
or its registration rights hereunder and, to the extent applicable, its
directors and officers, its partners, its trustees and each Person who controls
any of such Persons, each Person who participates as an underwriter in the
offering or sale of any Eligible Securities, and each Person, if any, who
controls such underwriter within the meaning of the Securities Act against any
losses, claims, damages, liabilities and expenses, joint or several, to which
such Person may be subject under the Securities Act or otherwise insofar as such
losses, claims, damages, liabilities or expenses (or actions or proceedings in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement under which such securities were registered under the Securities Act,
any final prospectus included therein, or any amendment or supplement thereto,
or any document incorporated by reference therein, or (ii) any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Company will
promptly reimburse each such Person for any legal or any other expenses
reasonably incurred by such Person in connection with investigating or defending
any such loss, claim, damage, liability, action or proceeding; provided that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, any final
prospectus, amendment or supplement in reliance upon and in conformity with
written information furnished to the Company or such underwriter by such Selling
Stockholders expressly for use in the registration statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of a Selling Stockholder or any such Person and shall survive the
transfer of such securities by the Selling Stockholders.
(b) The Selling Stockholders, by virtue of exercising their
registration rights hereunder, agree and undertake to enter into customary
indemnification arrangements to severally and not jointly indemnify and hold
harmless (in the same manner and to the same extent as set forth in clause (a)
of this Article 5) the Company, each director of the Company, each officer of
the Company who shall sign such registration statement, and each Person who
participates as an underwriter in the offering or sale of such securities, each
Person, if any, who controls the Company or any such underwriter within the
meaning of the Securities Act, with respect to any statement in or omission from
such registration statement, any final prospectus
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included therein, or any amendment or supplement thereto, but only to the extent
that such statement or omission was made in reliance upon and in conformity with
written information furnished by such Selling Stockholders to the Company
expressly for use in the registration statement. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Company or any such director, officer or controlling Person and shall
survive the transfer of the registered securities by the Selling Stockholders
and the expiration of this Agreement.
(c) Indemnification similar to that specified in the preceding
subdivisions of this Article 5 (with appropriate modifications) shall be given
by the Company and the Selling Stockholders with respect to any required
registration or other qualification of such Eligible Securities under any
federal or state law or regulation of governmental authority other than the
Securities Act.
ARTICLE 6
BENEFITS
6.1 Benefits of Registration Rights. Subject to the limitations of Section
2.1 hereof, Stockholders may severally or jointly exercise the registration
rights hereunder in such manner and in such proportion as they shall agree among
themselves.
6.2 Qualification for Rule 144 Sales. Upon the written request of any
Stockholder, the Company will deliver to such Stockholder a written statement as
to whether it has complied with the filing requirements described in Rule
144(c)(1).
ARTICLE 7
MISCELLANEOUS
7.1 Captions. The captions or headings in this Agreement are for
convenience and reference only, and in no way define, describe, extend or limit
the scope or intent of this Agreement.
7.2 Severability. If any clause, provision or section of this Agreement
shall be invalid or unenforceable, the invalidity or unenforceability of such
clause, provision or section shall not affect the enforceability or validity of
any of the remaining clauses, provisions or sections hereof to the extent
permitted by applicable law.
7.3 Governing Law. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of Georgia, without reference to
its rules as to conflicts or choice of laws.
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7.4 Modification and Amendment. This Agreement may not be changed,
modified, discharged or amended, except by an instrument signed by the
Stockholders owning at least 75% of the Eligible Securities.
7.5 No Superior Registration Rights Agreement. The Company will not
hereafter enter into any registration rights agreement granting registration
rights that are superior to the registration rights granted hereby. The Company
may grant registration rights that are pari passu with the registration rights
granted hereby.
7.6 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
7.7 Entire Agreement. This Agreement constitutes the entire agreement and
understanding among the parties and supersedes any prior understandings and/or
written or oral agreements among them respecting the subject matter herein.
7.8 Notices. All notices, requests, demands, consents and other
communications required or permitted to be given pursuant to this Agreement
shall be in writing and delivered by hand, by overnight courier delivery service
or by certified mail, return receipt requested, postage prepaid. Notices shall
be deemed given when actually received, which shall be deemed to be not later
than the next Business Day if sent by overnight courier or after five (5)
Business Days if sent by mail. Notice to Stockholders shall be made to the
address listed on the stock transfer records of the Company.
7.9 Transfer of Registration Rights. The rights to cause the Company to
register Eligible Securities granted to Purchaser hereunder may be assigned to
one or more transferees or assignees in connection with any transfer or
assignment in a private transaction of Eligible Securities, or securities
convertible into or exercisable or exchangeable for Eligible Securities, in
accordance with the terms of such securities. Any transfer of registration
rights pursuant to this Section shall be effective upon receipt by the Company
of written notice from Purchaser or such other Stockholder transferring Eligible
Securities (i) stating the name and address of the transferee, (ii) the number
of Eligible Securities transferred and (iii) the date of transfer, which notice
shall be accompanied by an agreement of the transferee stating that all of the
terms and provisions of this Agreement will be binding upon and enforceable
against such transferee.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the day and year first above written.
HARRY'S FARMERS MARKET, INC.
By: /s/ Xxxxx X. Blazer
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Title: President
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HFMI ACQUISITION CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Title: Chief Executive Officer
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