REGISTRATION RIGHTS AGREEMENT
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| This
Registration Rights Agreement (this "Agreement") is made and entered
into as of March 30, 2004, by and between Ventures-National Incorporated
d/b/a Titan General Holdings, Inc., a Utah corporation (the "Company"), and Laurus Master Fund, Ltd. (the
"Purchaser").
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| This
Agreement is made pursuant to the Securities Purchase Agreement, dated as
of the date hereof, by and between the Purchaser and the Company (the
"Securities Purchase Agreement"), and pursuant to the Note and the
Warrants referred to therein.
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| The
Company and the Purchaser hereby agree as follows:
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1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement shall have the meanings given such terms in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
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| "Commission"
means the Securities and Exchange Commission.
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| "Common
Stock" means shares of the Company's common stock, par value
$0.001 per share.
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| "Effectiveness
Date" means the 90th day following the date hereof.
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| "Effectiveness
Period" shall have the meaning set forth in Section 2(a).
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| "Exchange
Act" means the Securities Exchange Act of 1934, as amended, and any
successor statute.
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| "Filing
Date" means, with respect to the Registration Statement required to
be filed hereunder, a date no later than thirty
(30) days following the date upon which the principal amount of the
Term Loan to the Company in original principal amount of $750,000 has been
funded to the Company.
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| "Holder"
or "Holders" means the
Purchaser or any of its affiliates or transferees to the extent any of
them hold Registrable Securities.
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| "Indemnified
Party" shall have the meaning set forth in Section 5(c).
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| "Indemnifying
Party" shall have the meaning set forth in Section 5(c).
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| "Note"
has the meaning set forth in the Securities Purchase Agreement.
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| "Proceeding"
means an action, claim, suit, investigation or proceeding (including,
without limitation, an investigation or partial proceeding, such as a
deposition), whether commenced or threatened.
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| "Prospectus"
means the prospectus included in the Registration Statement (including,
without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities
Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.
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| "Registrable
Securities" means the shares of Common Stock issued upon the
conversion of the Note and issuable upon exercise of the Warrants.
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| "Registration
Statement" means each registration statement required to be filed
hereunder, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.
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| "Rule
144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.
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| "Rule
415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.
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| "Rule
424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.
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| "Securities
Act" means the Securities Act of 1933, as amended, and any successor
statute.
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| "Securities
Purchase Agreement" means the agreement between the parties hereto
calling for the issuance by the Company of $750,000 of convertible Notes
plus Warrants.
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| "Trading
Market" means any of the NASD OTC Bulletin Board, NASDAQ SmallCap
Market, the Nasdaq National Market, the American Stock Exchange or the New
York Stock Exchange.
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| "Warrants"
means the Common Stock purchase warrants issued pursuant to the Securities
Purchase Agreement.
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2. Registration.
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| (a)
On or prior to the Filing Date the Company shall prepare and file
with the Commission a Registration Statement covering the Registrable
Securities for an offering to be made on a continuous basis pursuant to
Rule 415. The Registration
Statement shall be on Form XX-0, X-0, or Form S-3 (except if the Company
is not then eligible to register for resale the Registrable Securities on
Form XX-0, X-0, or Form S-3, in which case such registration shall be on
another appropriate form in
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| accordance herewith).
The Company shall cause the Registration Statement to become
effective and remain effective as provided herein.
The Company shall use its reasonable commercial efforts to cause
the Registration Statement to be declared effective under the Securities
Act as promptly as possible after the filing thereof, but in any event no
later than the Effectiveness Date. The
Company shall use its reasonable commercial efforts to keep the
Registration Statement continuously effective under the Securities Act
until the date which is the earlier date of when (i) all Registrable
Securities have been sold or (ii) all Registrable Securities may be sold
immediately without registration under the Securities Act and without
volume restrictions set forth in Rule 144(e), as determined by the counsel
to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company's transfer agent and the
affected Holders (the "Effectiveness Period").
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| (b)
If: (i) the Registration Statement is not filed on or prior to the
Filing Date; (ii) the Registration Statement is not declared effective by
the Commission by the Effectiveness Date; (iii) after the Registration
Statement is filed with and declared effective by the Commission, the
Registration Statement ceases to be effective (by suspension or otherwise)
as to all Registrable Securities to which it is required to relate at any
time prior to the expiration of the Effectiveness Period (without being
succeeded immediately by an additional registration statement filed and
declared effective) for a period of time which shall exceed 30 days in the
aggregate per year or more than 20 consecutive calendar days (defined as a
period of 365 days commencing on the date the Registration Statement is
declared effective); or (iv) the Common Stock is not listed or quoted, or
is suspended from trading on any Trading Market for a period of three (3)
consecutive trading days (provided the Company shall not have been able to
cure such trading suspension within 30 days of the notice thereof or list
the Common Stock on another Trading Market); (any such failure or breach
being referred to as an "Event," and for purposes of clause (i) or
(ii) the date on which such Event occurs, or for purposes of clause (iii)
the date which such 30 day or 20 consecutive day period (as the case may
be) is exceeded, or for purposes of clause (iv) the date on which such
three (3) trading day period is exceeded, being referred to as an "Event
Date"), then until the applicable Event is cured, the Company shall pay
to each Holder an amount in cash, as liquidated damages and not as a
penalty, equal to 1.0% for each thirty (30) day period (prorated for
partial periods) on a daily basis of the original principal amount of the
Note. While such Event continues, such liquidated damages shall be
paid not less often than each thirty (30) days.
Any unpaid liquidated damages as of the date when an Event has been
cured by the Company shall be paid within three (3) business days
following the date on which such Event has been cured by the Company.
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3. Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible:
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| (a)
prepare and file with the Commission the Registration Statement
with respect to such Registrable Securities, respond as promptly as
possible to any comments received from the Commission, and use its best
efforts to cause the Registration Statement to become and remain effective
for the Effectiveness Period with respect thereto, and promptly provide to
the Purchaser copies of all filings and Commission letters of comment
relating thereto;
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| (b)
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 comply with the provisions of
the Securities Act with respect to the disposition of all Registrable
Securities covered by the Registration Statement and to keep such
Registration Statement effective until the expiration of the Effectiveness
Period;
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| (c)
furnish to the Purchaser such number of copies of the Registration
Statement and the Prospectus included therein (including each preliminary
Prospectus) as the Purchaser reasonably may request to facilitate the
public sale or disposition of the Registrable Securities covered by the
Registration Statement;
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| (d)
use its commercially reasonable efforts to register or qualify the
Purchaser's Registrable Securities covered by the Registration Statement
under the securities or "blue sky" laws of such jurisdictions within
the United States as the Purchaser may reasonably request, provided,
however, that the Company shall not for any such purpose be required to
qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service
of process in any such jurisdiction;
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| (e) list
the Registrable Securities covered by the Registration Statement with any
securities exchange on which the Common Stock of the Company is then
listed;
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| (f)
immediately notify the Purchaser at any time when a Prospectus
relating thereto is required to be delivered under the Securities Act, of
the happening of any event of which the Company has knowledge as a result
of which the Prospectus contained in such 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 light of the circumstances then
existing; and
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| (g)
make available for inspection by the Purchaser and any attorney,
accountant or other agent retained by the Purchaser, all publicly
available, non-confidential financial and other records, pertinent
corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all publicly
available, non-confidential information reasonably requested by the
attorney, accountant or agent of the Purchaser.
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4. Registration Expenses. All expenses relating to the Company's compliance with Sections 2 and 3 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the NASD, transfer taxes, fees of transfer agents and registrars, reasonable fees of, and disbursements incurred by, one counsel for the Holders (to the extent such counsel is required due to the Company's failure to meet any of its obligations hereunder), are called "Registration Expenses". All selling commissions applicable to the sale of Registrable Securities, including any fees and disbursements of any special counsel to the Holders beyond those included in Registration Expenses, are called "Selling Expenses." >The Company shall only be responsible for all Registration Expenses. 4 -------------------------------------------------------------------------------------------------------- |
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5. Indemnification.
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| (a) In
the event of a registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, the Company will indemnify and
hold harmless the Purchaser, and its officers, directors and each other
person, if any, who controls the Purchaser within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint
or several, to which the Purchaser, or such persons 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 any Registration Statement under which such
Registrable Securities were registered under the Securities Act pursuant
to this Agreement, any preliminary Prospectus or final Prospectus
contained therein, or any amendment or supplement thereof, 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, and will reimburse the Purchaser, and
each such person for any reasonable legal or other expenses incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not
be liable in any such case if and 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 so made in
conformity with information furnished by or on behalf of the Purchaser or
any such person in writing specifically for use in any such document.
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| (b) In
the event of a registration of the Registrable Securities under the
Securities Act pursuant to this Agreement, the Purchaser will indemnify
and hold harmless the Company, and its officers, directors and each other
person, if any, who controls the Company within the meaning of the
Securities Act, against all losses, claims, damages or liabilities, joint
or several, to which the Company or such persons 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
which was furnished in writing by the Purchaser to the Company expressly
for use in (and such information is contained in) the Registration
Statement under which such Registrable Securities were registered under
the Securities Act pursuant to this Agreement, any preliminary Prospectus
or final Prospectus contained therein, or any amendment or supplement
thereof, 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, and will
reimburse the Company and each such person for any reasonable legal or
other expenses incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided,
however, that the Purchaser will be liable in any such case if and only 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 so made in conformity with information furnished in
writing to the Company by or on behalf of the Purchaser specifically for
use in any such document. Notwithstanding
the provisions of this paragraph, the Purchaser shall not be required to
indemnify any person or entity in excess of the amount of the aggregate
net proceeds received by the Purchaser in respect of Registrable
Securities in connection with any such registration under the Securities
Act.
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| (c)
Promptly after receipt by a party entitled to claim indemnification
hereunder (an "Indemnified Party") of notice of the commencement of
any action, such Indemnified Party shall, if a claim for indemnification
in respect thereof is to be made against a party hereto obligated to
indemnify such Indemnified Party (an "Indemnifying Party"), notify the
Indemnifying Party in writing thereof, but the omission so to notify the
Indemnifying Party shall not relieve it from any liability which it may
have to such Indemnified Party other than under this Section 5(c) and
shall only relieve it from any liability which it may have to such
Indemnified Party under this Section 5(c) if and to the extent the
Indemnifying Party is prejudiced by such omission. In case any such action
shall be brought against any Indemnified Party and it shall notify the
Indemnifying Party of the commencement thereof, the Indemnifying Party
shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel reasonably
satisfactory to such Indemnified Party, and, after notice from the
Indemnifying Party to such Indemnified Party of its election so to assume
and undertake the defense thereof, the Indemnifying Party shall not be
liable to such Indemnified Party under this Section 5(c) for any legal
expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof; if the Indemnified Party retains its own
counsel, then the Indemnified Party shall pay all fees, costs and expenses
of such counsel, provided, however, that, if the defendants in any such
action include both the Indemnified Party and the Indemnifying Party and
the Indemnified Party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or additional
to those available to the Indemnifying Party or if the interests of the
Indemnified Party reasonably may be deemed to conflict with the interests
of the Indemnifying Party, the Indemnified Party shall have the right to
select one separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the Indemnifying Party
as incurred.
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| (d)
In order to provide for just and equitable contribution in the
event of joint liability under the Securities Act in any case in which
either (i) the Purchaser, or any officer, director or controlling person
of the Purchaser, makes a claim for indemnification pursuant to this
Section 5 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 5 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of the
Purchaser or such officer, director or controlling person of the Purchaser
in circumstances for which indemnification is provided under this Section
5; then, and in each such case, the Company and the Purchaser will
contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (after contribution from others) in such
proportion so that the Purchaser is responsible only for the portion
represented by the percentage that the public offering price of its
securities offered by the Registration Statement bears to the public
offering price of all securities offered by such Registration Statement,
provided, however, that, in any such case, (A) the Purchaser will not be
required to contribute any amount in excess of the public offering price
of all such securities offered by it pursuant to such Registration
Statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) will be
entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.
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6. Representations and Warranties.
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| (a)
The Common Stock of the Company is registered pursuant to Section
12(b) or 12(g) of the Exchange Act and, except with respect to certain
matters which the Company has disclosed to the Purchaser on Schedule 4.21
to the Securities Purchase Agreement, the Company has timely filed all
proxy statements, reports, schedules, forms, statements and other
documents required to be filed by it under the Exchange Act.
The Company has filed (i) its Annual Report on Form 10-K for the
fiscal year ended August 31, 2002 and (ii) its Quarterly Report on Form
10-Q for the fiscal quarters ended November 30, 2003, February 28, 2003,
and May 31, 2003 (collectively, the "SEC Reports").
Except to the extent set forth in Schedule 4.21 to the Purchase
Agreement, each SEC Report was, at the time of its filing, in compliance
in all material respects with the requirements of its respective form and
none of the SEC Reports, nor the financial statements (and the notes
thereto) included in the SEC Reports, as of their respective filing dates,
contained any untrue statement of a material fact or omitted to state a
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. The
financial statements of the Company included in the SEC Reports comply as
to form in all material respects with applicable accounting requirements
and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto.
Such financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") applied on a
consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or
(ii) in the case of unaudited interim statements, to the extent they may
not include footnotes or may be condensed) and fairly present in all
material respects the financial condition, the results of operations and
the cash flows of the Company and its subsidiaries, on a consolidated
basis, as of, and for, the periods presented in each such SEC Report.
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| (b) The
Common Stock is listed for trading on the OTCBB and satisfies all
requirements for the continuation of such listing.
The Company has not received any notice that its Common Stock will
be delisted from the OTCBB (except for prior notices which have been fully
remedied) or that the Common Stock does not meet all requirements for the
continuation of such listing.
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| (c)
Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any offers
or sales of any security or solicited any offers to buy any security under
circumstances that would cause the offering of the Securities pursuant to
the Securities Purchase Agreement to be integrated with prior offerings by
the Company for purposes of the Securities Act which would prevent the
Company from selling the Common Stock pursuant to Rule 506 under the
Securities Act, or any applicable exchange-related stockholder approval
provisions, nor will the Company or any of its affiliates or subsidiaries
take any action or steps that would cause the offering of the Securities
to be integrated with other offerings.
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| (d)
The Warrants, the Note and the shares of Common Stock which the
Purchaser may acquire pursuant to the Warrants and the Note are all
restricted securities under the Securities Act as of the date of this
Agreement. The Company will
not issue any stop transfer order or other order impeding the sale and
delivery of any of the Registrable Securities at such time as such
Registrable Securities are registered for public sale or an exemption from
registration is available, except as required by federal or state
securities laws.
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| (e)
The Company understands the nature of the Registrable Securities
issuable upon the conversion of the Note and the exercise of the Warrant
and recognizes that the issuance of such Registrable Securities may have a
potential dilutive effect. The
Company specifically acknowledges that its obligation to issue the
Registrable Securities is binding upon the Company and enforceable
regardless of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.
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| (f)
Except for agreements made in the ordinary course of business,
there is no agreement that has not been filed with the Commission as an
exhibit to a registration statement or to a form required to be filed by
the Company under the Exchange Act, the breach of which could reasonably
be expected to have a material and adverse effect on the Company and its
subsidiaries, or would prohibit or otherwise interfere with the ability of
the Company to enter into and perform any of its obligations under this
Agreement in any material respect.
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| (g)
The Company will at all times have authorized and reserved a
sufficient number of shares of Common Stock for the full conversion of the
Note and exercise of the Warrants.
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7. Miscellaneous.
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| (a) Remedies.
In the event of a breach by the Company or by a Holder, of any of
their respective obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement.
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| (b) No
Piggyback on Registrations. Except
as and to the extent specified in Schedule 7(b) hereto, neither the
Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in any
Registration Statement other than the Registrable Securities, and the
Company shall not after the date hereof enter into any agreement providing
any such right for inclusion of shares in the Registration Statement to
any of its security holders. Except as and to the extent specified in Schedule
7(b) hereto, the Company has not previously entered into any agreement
granting any registration rights with respect to any of its securities to
any Person that have not been fully satisfied.
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| (c) Compliance.
Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it
in connection with sales of Registrable Securities pursuant to the
Registration Statement.
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| " |
| (e) Piggy-Back
Registrations. If at any time during the Effectiveness Period there is not
an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with stock
compensation or other employee benefit plans, then the Company shall send
to each Holder written notice of such determination and, if within fifteen
days after receipt of such notice, any such Holder shall so request in
writing, the Company shall include in such registration statement all or
any part of such Registrable Securities such holder requests to be
registered to the extent the Company may do so without violating
registration rights of others which exist as of the date of this
Agreement, subject to customary underwriter cutbacks applicable to all
holders of registration rights and subject to obtaining any required
consent of any selling stockholder(s) to such inclusion under such
registration statement.
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| (f) Amendments
and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and the
Holders of the then outstanding Registrable Securities. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof
with respect to a matter that relates exclusively to the rights of certain
Holders and that does not directly or indirectly affect the rights of
other Holders may be given by Holders of at least a majority of the
Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence.
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| (g) Notices.
Any notice or request hereunder may be given to the Company or the
Purchaser at the respective addresses set forth below or as may hereafter
be specified in a notice designated as a change of address under this
Section 7(g). Any notice or
request hereunder shall be given by registered or certified mail, return
receipt requested, hand delivery, overnight mail, Federal Express or other
national overnight next day carrier (collectively, "Courier") or
telecopy (confirmed by mail). Notices
and requests shall be, in the case of those by hand delivery, deemed to
have been given when delivered to any party to whom it is addressed, in
the case of those by mail or overnight mail, deemed to have been given
three (3) business days after the date when deposited in the mail or with
the overnight mail carrier, in the case of a Courier, the next business
day following timely delivery of the package with the Courier, and, in the
case of a telecopy, when confirmed. The address for such notices and communications shall be as
follows:
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| If to the Company: Ventures-National
Incorporated d/b/a Titan General Holdings, Inc. Attention: Chief Financial Officer Facsimile: 000-000-0000 10 -------------------------------------------------------------------------------------------------------------------------- |
| with
a copy to:
Xxxxxx
X. Xxxx
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| (h)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of each of the parties and shall
inure to the benefit of each Holder. The Company may not assign its rights
or obligations hereunder without the prior written consent of each Holder.
Each Holder may assign their respective rights hereunder in the
manner and to the Persons as permitted under the Notes and the Security
Agreement with the prior written consent of the Company, which consent
shall not be unreasonably withheld.
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| (i) Execution
and Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement. In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same
force and effect as if such facsimile signature were the original thereof.
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| (j) Governing
Law. All questions
concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. Each party agrees that all
Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement shall be commenced exclusively
in the state and federal courts sitting in the city of New York, the state
of New York. Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, Borough of
Manhattan for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees
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| not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such
Proceeding is improper. Each
party hereto hereby irrevocably waives personal service of process and
consents to process being served in any such Proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. If
either party shall commence a Proceeding to enforce any provisions of a
Related Agreements , then the prevailing party in such Proceeding shall be
reimbursed by the other party for its reasonable attorneys fees and other
costs and expenses incurred with the investigation, preparation and
prosecution of such Proceeding.
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| (k) Cumulative
Remedies. The remedies
provided herein are cumulative and not exclusive of any remedies provided
by law.
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| (l) Severability.
If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
|
| (m) Headings.
The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
|
|
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12 -------------------------------------------------------------------------------------------------------------------------- |
| IN
WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above
Ventures-National INCORPORATED Laurus
Master Fund, Ltd By: /s/ Xxxxxx X.
Xxxxxxx By:
/s/ Xxxxx
Grin 000
Xxxxx Xxxxxx - 00xx Xxxxx |
