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eVENTURES GROUP, INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into on the 19th day of November, 1999, by and among eVENTURES GROUP,
INC., a Delaware corporation (the "Company"), and the persons and entities
signatories hereto (collectively, the "Stockholders"), as holders of shares of
Series B Convertible Preferred Stock, par value $0.00002 per share, of the
Company ("Series B Stock").
W I T N E S S E T H:
WHEREAS, the Company and the Stockholders have entered into that
certain Preferred Stock Subscription Agreement dated as of November 24, 1999
(the "Subscription Agreement"), pursuant to which certain of the Stockholders
acquired shares of the Company's Series B Stock; and
WHEREAS, in connection with the Subscription Agreement, the parties
have agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement and in the Subscription Agreement, the sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1. REGISTRABLE SHARES. For purposes of this Agreement "Registrable
Shares" shall mean, at any time, and with respect to any Stockholder or
Qualified Transferee (as defined in Section 8(g) below), any Restricted
Securities (as defined below) held by such Stockholder or Qualified Transferee,
and "Holder" shall mean any Stockholder or Qualified Transferee holding
Registrable Shares. As to any particular Registrable Shares, once issued, such
Registrable Shares shall cease to be Registrable Shares (1) when such
Registrable Shares have been registered under the Securities Act of 1933, as
amended or any successor Federal statute (the "Act"), the Registration Statement
in connection therewith has been declared effective and they have been disposed
of pursuant to and in the manner described in such effective Registration
Statement, (2) when such Registrable Shares are sold or distributed pursuant to
Rule 144, (3) when such Registrable Shares have ceased to be outstanding, or (4)
when such Registrable Shares have been transferred to a person or entity other
than a Qualified Transferee. For purposes of this Agreement, the term
"Restricted Securities" shall mean, at any time and with respect to any
Stockholder or Qualified Transferee, the shares of Series B Stock and any other
securities which by their terms are directly or indirectly exercisable or
exchangeable for or convertible into Common Stock (other than stock options
granted to employees or directors of the Company in their capacity as such, or
Common Stock issuable upon the exercise thereof), and any securities received on
or with respect to any of the foregoing securities, which are held by such
Stockholder or Qualified Transferee and which theretofor have not been sold to
the public pursuant to a Registration Statement or pursuant to Rule 144 under
the Act. For purposes of this Agreement, the term "Registration Statement" shall
mean any registration statement of the Company which covers any of the
Registrable Shares, and all amendments and supplements to any such
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Registration Statement, including post-effective amendments, in each case
including the Prospectus (defined herein) contained therein, all exhibits
thereto and all material incorporated by reference therein. For purposes of this
Agreement, the term "Prospectus" shall mean the prospectus included in a
Registration Statement, including any prospectus subject to completion, and any
such Prospectus as amended or supplemented by any prospectus supplement with
respect to the terms of the offering of any portion of the Registrable Shares
and, in each case, by all other amendments and supplements to such prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein. For purposes of this Agreement, the term
"Rule 144" shall mean Rule 144 promulgated under the Act or any successor or
similar rule thereto, as may be enacted by the Securities and Exchange
Commission (the "Commission") from time to time.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. If the Company proposes to register any
of its securities under the Act (other than pursuant to (i) a
registration solely in connection with an employee benefit or stock
ownership plan on Form S-8 or any comparable or successor form, (ii) a
registration solely in connection with an acquisition consummated in a
manner which would permit registration of such securities to the public
on Form S-4 or any comparable or successor form or (iii) a "shelf" or
similar registration for use solely in connection with future
acquisitions), and the registration form to be used may be used for the
registration of Registrable Shares (a "Piggyback Registration"), the
Company will give prompt written notice to all Holders of Registrable
Shares of its intention to effect such a registration (each a
"Piggyback Notice"). Subject to Section 2(b) below, the Company will
include in such registration all shares of Registrable Shares which
Holders of Registrable Shares request the Company to include in such
registration by written notice given to the Company within twenty (20)
days after the date of sending of the Piggyback Notice.
(b) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback
Registration relates to an underwritten public offering of equity
securities by the Company and the managing underwriters for such
offering advise the Company in writing that in their opinion the number
of securities requested to be included in such registration exceeds the
number which can be sold in an orderly manner in such offering within a
price range acceptable to the Company, the Company will include in such
registration (i) first, the securities proposed to be sold by the
Company, (ii) second, the securities proposed to be sold by any other
persons with registration rights prior to those of the Holder, (iii)
third, the Registrable Shares requested to be included in such
registration, pro rata among the Holders of such Registrable Shares on
the basis of the number of shares owned by each such Holder, and (iv)
fourth, other securities requested to be included in such registration.
(c) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration relates to an underwritten public offering of equity
securities held solely by Holders of the Company's securities and the
managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner
in such offering within a price range acceptable to the Holders
initially requesting such registration, the Company will include
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in such registration (i) first, the securities requested to be included
therein by the Holders requesting such registration, (ii) second, the
securities proposed to be sold by any other persons with registration
rights prior to those of the Holder, (iii) third, the Registrable
Shares requested to be included in such registration, pro rata among
the Holders of such Registrable Shares on the basis of the number of
shares owned by each such Holder, and (iv) fourth, other securities
requested to be included in such registration.
3. REGISTRATION PROCEDURES. Whenever the Holders of Registrable Shares
have requested that any Registrable Shares be registered pursuant to this
Agreement, the Company will use its best efforts to effect the registration and
the sale of such Registrable Shares in accordance with the intended method of
distribution thereof and will as expeditiously as possible:
(i) prepare and file with the Commission a Registration Statement
with respect to such Registrable Shares on any appropriate form under
the Act, which form shall be selected by the Company and shall be
available for the sale of Registrable Shares in accordance with the
intended method or methods of distribution thereof and use its best
efforts to cause such Registration Statement to become effective,
provided that before filing a Registration Statement or Prospectus or
any amendments or supplements thereto, the Company will furnish to the
counsel selected by the Holders of a majority of the Registrable Shares
included in such Registration Statement copies of all such documents
proposed to be filed, which documents will be subject to the review of
such counsel;
(ii) prepare and file with the Commission such amendments and
post-effective amendments to such Registration Statement and
supplements to the Prospectus used in connection therewith (and to file
the Prospectus, as so supplemented, under Rule 424 under the Act, if
required) as may be necessary to keep such Registration Statement
effective for a period of up to one (1) year, and comply with the
provisions of the Act with respect to the disposition of all securities
included in such Registration Statement during such period in
accordance with the intended methods of distribution by the selling
Holders thereof set forth in such Registration Statement or supplement
to such Prospectus;
(iii) furnish to each selling Holder of Registrable Shares such
number of copies of such Registration Statement, each amendment and
supplement thereto (in each case including all exhibits), the
Prospectus included in such Registration Statement (including each
preliminary Prospectus) and such other documents as such selling Holder
may reasonably request in order to facilitate the disposition of the
Registrable Shares owned by such selling Holder;
(iv) notify the selling Holders of Registrable Shares and the
managing underwriters, if any, promptly and (if requested by any such
Stockholder) confirm such advice in writing, (A) when a Prospectus,
including any Prospectus supplement or post-effective amendment has
been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (B) of
any request by the Commission for amendments or supplements to a
Registration Statement or related Prospectus or for additional
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information, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, (D) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of any of the Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose, and (E) of the existence of any fact which results in a
Registration Statement, a Prospectus or any document incorporated
therein by reference containing an untrue statement of a material fact
or omitting to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;
(v) use its best efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such
jurisdictions as any selling Holder reasonably requests and do any and
all other acts and things which may be reasonably necessary or
advisable to enable such selling Holder to consummate the disposition
in such jurisdictions of the Registrable Shares owned by such selling
Holder, provided that the Company will not be required (A) to qualify
generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (B) to
subject itself to taxation in any such jurisdiction, or (C) to consent
to general service of process in any such jurisdiction;
(vi) notify each selling Holder of such Registrable Shares, at
any time when a Prospectus relating thereto is required to be delivered
under the Act, of the happening of any event referred to in clause
(iv)(E) of this Section 3, and, at the request of any such seller,
prepare a supplement to such Prospectus or a post-effective amendment
to such Registration Statement so that, as thereafter delivered to the
purchasers of such Registrable Shares, such Prospectus will not contain
an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading;
(vii) cause all such Registrable Shares to be listed on each
securities exchange on which similar securities issued by the Company
are then listed and to be qualified for trading on each system on which
similar securities issued by the Company are from time to time
qualified;
(viii) provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such
Registration Statement and thereafter maintain such transfer agent and
registrar;
(ix) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the
Holders of a majority of the Registrable Shares being sold or the
underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Shares;
(x) in connection with an underwritten offering, use its best
efforts to (A) obtain opinions of counsel to the Company and updates
thereof, which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the
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managing underwriters, addressed to the underwriters, covering the
matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by such
underwriters; and (B) obtain "cold comfort" letters and updates thereof
from the Company's independent certified public accountants, addressed
to the underwriters, such letters to be in customary form and covering
matters of the type customarily covered in "cold comfort" letters to
underwriters in connection with underwritten offerings; make available
for inspection during normal business hours by any underwriter
participating in any disposition pursuant to a registration statement,
and any attorney or accountant retained by such underwriter, all
financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors
and employees to supply all information reasonably requested by such
underwriter, attorney or accountant in connection with such
registration statement; provided that such underwriters execute prior
thereto an agreement with the Company that all such records,
information or documents shall be kept confidential by such persons
unless (1) disclosure of such records, information or documents is
required by law or by a court or administrative order or (2) such
records, information or documents are or become (but only when they
become) generally available to the public other than as a result of
disclosure in violation of this paragraph; and make available for
inspection by any underwriter participating in any disposition pursuant
to such registration statement and any attorney, accountant or other
agent retained by any such underwriter, all financial and other
records, pertinent corporate documents and properties of the Company,
and cause the Company's officers, directors, employees and independent
accountants to supply all information reasonably requested by any such
underwriter, attorney, accountant or agent in connection with such
registration statement;
(xi) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission;
(xii) permit any Holder of Registrable Shares which might be
deemed, in the sole and exclusive judgment of such Holder, to be an
underwriter or a controlling person of the Company, to participate in
the preparation of such registration or comparable statement and to
require the insertion therein of material, furnished to the Company in
writing, which in the reasonable judgment of such Holder and its
counsel should be included;
(xiii) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or
suspending the qualification of any Registrable Shares included in such
registration statement for sale in any jurisdiction, the Company will
use its reasonable efforts promptly to obtain the withdrawal of such
order; and
(xiv) provide a CUSIP number for all Registrable Shares, not
later than the effective date of the applicable registration statement.
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If any such registration or comparable statement refers to any Holder by name or
otherwise as the Holder of any securities of the Company and if, in the sole and
exclusive judgment of such Holder, such Holder is or might be deemed to be a
controlling person of the Company, such Holder shall have the right to require
(a) the inclusion in such registration statement of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
of such securities by such Holder is not to be construed as a recommendation by
such Holder of the investment quality of the Company's securities covered
thereby and that such holding does not imply that such Holder will assist in
meeting any future financial requirements of the Company, or (b) in the event
that such reference to such Holder by name or otherwise is not required by the
Act or any similar federal statute then in force, the deletion of the reference
to such Holder; provided, that with respect to this clause (b) such Holder shall
furnish to the Company an opinion of counsel to such effect, which opinion and
counsel shall be reasonably satisfactory to the Company.
4. REGISTRATION EXPENSES.
(a) DEFINITION. The term "Registration Expenses" means any
expenses incident to the Company's performance of or compliance with
this Agreement, including, without limitation, all registration and
filing fees, listing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery
expenses, internal expenses, the fees and expenses of counsel for the
Company (but not the fees and expenses of counsel to the Holders of the
Registrable Shares included in such registration) and all independent
certified public accountants, underwriting fees and expenses (excluding
discounts and commissions attributable to the Registrable Shares, which
shall be paid by the selling Holders out of the proceeds of the
offering) and the fees and expenses of any other Persons (defined
below) retained by the Company. For purposes of this Agreement, the
term "Person" shall be construed as broadly as possible and shall
include an individual or natural person, a partnership (including a
limited liability partnership), a company, an association, a joint
stock company, a limited liability company, a trust, a joint venture,
an unincorporated entity and a governmental authority.
(b) PAYMENT. The Company shall pay the Registration Expenses in
connection with any and all Piggyback Registrations.
5. INDEMNIFICATION.
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify, to the extent permitted by law, each Holder of Registrable
Shares, such holder's general and limited partners, officers and
directors and each Person who controls such Holder (within the meaning
of the Act) against all losses, claims, damages, liabilities and
expenses caused by any untrue or alleged untrue statement of material
fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such Holder
expressly for use therein. In connection with an underwritten offering,
the Company will indemnify such underwriters, their officers and
directors and each Person
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who controls such underwriters (within the meaning of the Act) to the
same extent as provided above with respect to the indemnification of
the Holders of Registrable Shares.
(b) INDEMNIFICATION BY HOLDERS. In connection with any
registration statement in which a Holder of Registrable Shares is
participating, each such Holder will furnish to the Company in writing
such information and affidavits as the Company reasonably requests for
use in connection with any such Registration Statement or Prospectus
and, to the extent permitted by law, will indemnify the Company, its
directors and officers and each Person who controls the Company (within
the meaning of the Act) against any losses, claims, damages,
liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement,
prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue
statement or omission is contained in any written information or
affidavit so furnished in writing by such Holder; provided, that the
obligation to indemnify will be individual to each Holder and will be
limited to the net amount of proceeds received by such Holder from the
sale of Registrable Shares pursuant to such registration statement.
(c) NOTICE; DEFENSE OF CLAIMS. Any Person entitled to
indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is
assumed, the indemnifying party will not be subject to any liability
for any settlement made by the indemnified party without its consent
(but such consent will not be unreasonably withheld or delayed). An
indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim will not be obligated to pay the fees and expenses
of more than one special and one local counsel for all parties
indemnified by such indemnifying party with respect to such claim.
(d) CONTRIBUTION. If the indemnification provided for in this
Section 5 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss,
liability, claim, damage or expense referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage,
or expense in such proportion as is appropriate to reflect (i) the
relative benefits received by the indemnifying party or parties on the
one hand and the indemnified party on the other from the offering of
the Registrable Shares or (ii) if the allocation provided for by the
foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the indemnifying party
or parties on the one hand and the indemnified party on the other hand
in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages or liabilities
(or actions in respect thereof). The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material
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fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the
parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission. The
obligation to contribute will be individual to each Holder of
Registrable Shares and will be limited to the amount by which the net
amount of proceeds received by such Holder from the sale of Registrable
Shares exceeds the amount of losses, liabilities, damages, and expenses
which such Holder has otherwise been required to pay by reason of such
statements or omissions.
(e) SURVIVAL. The indemnification provided for under this
Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any
officer, director or controlling Person of such indemnified party and
will survive the transfer of securities.
(f) UNDERWRITING AGREEMENT. To the extent that the provisions on
indemnification and contribution contained in the underwriting
agreement entered into in connection with an underwritten public
offering are in conflict with the provisions of this Section 5, the
provisions contained in the underwriting agreement shall control.
6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements, (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements; provided that no
Holder of Registrable Shares included in any underwritten registration shall be
required to make any representations or warranties to the Company or the
underwriters other than representations and warranties regarding such Holder and
such Holder's intended method of distribution, and (iii) if requested by the
managing underwriter or underwriters or the Demanding Persons (as defined in the
Registration Rights Agreement, dated as of September 22, 1999, among the Company
and the persons and entities set forth on Schedule 1 thereto), agrees not to
sell Registrable Shares or other securities held by such Person in any
transaction other than pursuant to such underwriting for such period following
the effective date of the registration statement relating to such underwriting
as determined by either the Board of Directors or the Demanding Persons;
provided that no Holder of Registrable Shares shall be required to enter into
such an agreement unless each other Holder of Registrable Shares, each director
and executive officer of the Company and each other Holder of at least one
percent of the Series B Stock then outstanding enters into a substantially
identical agreement relating to such underwriting.
7. STOCKHOLDER LOCK-UP; AGREEMENT NOT TO SELL. Prior to the first
anniversary of the date hereof, no Holder of Registrable Shares may make any
public sale of Registrable Shares (pursuant to a Registration Statement, Rule
144 or otherwise); provided, however, that nothing herein shall prevent any
Holder (a) that is a partnership or corporation from making a distribution of
Registrable Shares to the partners or shareholders thereof that are otherwise in
compliance with applicable securities laws, so long as such permitted
distributees agree to be bound by the terms and conditions of the Lock-up
Conditions; (b) that desires to sell any Registrable Shares in a private
transaction in compliance with applicable securities laws from consummating such
a sale so long as the purchaser in any private sale agrees in writing to be
bound by the restrictions set
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forth in this Section 7; or (c) that is an individual, from making a transfer of
Registrable Shares by gift, will or the laws of descent and distribution,
subject to the restrictions set forth in this Section 7.
8. MISCELLANEOUS.
(a) INFORMATION AND REPORTING.
(i) The Company shall, at all times during which it is
neither subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor exempt from reporting pursuant to Rule
12g3-2(b) under the Exchange Act, upon the written request of any
Stockholder, provide in writing to such Stockholder and to any
prospective transferee of the Registrable Shares of such
Stockholder the information concerning the Company described in
Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A
Information"). Upon the written request of any Stockholder, the
Company shall cooperate with and assist such Stockholder or any
member of the National Association of Securities Dealers, Inc.
PORTAL system in applying to designate and thereafter maintain
the eligibility of the Registrable Shares for trading through
PORTAL. The Company's obligations under this Section 8(a)(i)
shall at all times be contingent upon receipt from the
prospective transferee of Registrable Shares of a written
agreement to take all reasonable precautions to safeguard the
Rule 144A Information from disclosure to anyone other than
Persons who will assist such transferee in evaluating the
purchase of any Registrable Shares.
(ii) When it is first legally required to do so, the Company
shall register its Common Stock under Section 12 of the Exchange
Act and shall keep effective such registration and shall timely
file such information, documents and reports as the Commission
may require or prescribe under Section 13 of the Exchange Act.
From and after the effective date of the first registration
statement filed by the Company under the Act, the Company shall
(whether or not it shall then be required to do so) timely file
such information, documents and reports which a corporation,
partnership or other entity subject to Section 13 or 15(d)
(whichever is applicable) of the Exchange Act is required to
file. The Company shall promptly upon request furnish any Holder
of Registrable Shares (a) a written statement by the Company that
it has complied with the reporting requirements of Section 13 or
15(d) of the Exchange Act, (b) a copy of the most recent annual
or quarterly report of the Company, and (c) such other reports
and documents filed by the Company with the Commission as such
Holder may reasonably request in availing itself of an exemption
for the sale of Registrable Shares without registration under the
Act. The Company acknowledges and agrees that the purposes of the
requirements contained in this Section 8(a)(ii) are to enable any
such Holder to comply with the current public information
requirement contained in paragraph (c) of Rule 144 under the Act,
should such Holder ever wish to dispose of any of the securities
of the Company acquired by it without registration under the Act
in reliance upon Rule 144 (or any other similar exemptive
provision), and to qualify
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the Company for the use of registration statements on Form S-3.
In addition, the Company shall take such other measures and file
such other information, documents and reports, as shall hereafter
be required by the Commission as a condition to the availability
of Rule 144 under the Act (or any similar exemptive provision
hereafter in effect) and the use of Form S-3. The Company also
covenants to use its best efforts, to the extent that it is
reasonably within its power to do so, to qualify for the use of
Form S-3.
(b) NO INCONSISTENT AGREEMENTS. The Company will not hereafter
(i) enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the Holders of
Registrable Shares in this Agreement, provided, however, that other
purchasers of Series B Stock from the Company may become Holders and
parties to this Agreement by executing and delivering to the Company a
signature page to this Agreement or (ii) grant registration rights that
are superior to the registration rights granted hereunder to any other
Person other than to Persons who purchase Series B Stock from the
Company (unless consented to by a majority vote of the Stockholders).
(c) ADJUSTMENTS AFFECTING REGISTRABLE SHARES. The Company will
not take any action, or permit any change to occur, with respect to its
securities for the purpose of materially and adversely affecting the
ability of the Holders of Registrable Shares to include such
Registrable Shares in a registration undertaken pursuant to this
Agreement or materially and adversely affecting the marketability of
such Registrable Shares in any such registration (including, without
limitation, effecting a stock split or a combination of shares);
provided that this Section 8(c) shall not apply to actions or changes
with respect to the Company's business, balance sheet, earnings or
revenue where the effect of such actions or changes on the Registrable
Shares is merely incidental.
(d) NOTICES. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be
deemed effectively given when delivered personally or by facsimile
transmission or by overnight delivery service or 72 hours after being
mailed by first class certified or registered mail, return recent
requested, postage prepaid:
(i) If to the Company, c/o Xxxxxx Xxxxxxxxx, 0000 Xxx
Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, or at such other
address or addresses as may have been furnished in writing by
the Company to the Stockholders.
(ii) If to a Stockholder, to it at its address as set
forth in the applicable Subscription Agreement, or at such
other address or addresses as may have been furnished in
writing by such Stockholder with a copy to (which shall not
constitute notice): White & Case LLP, 000 X. Xxxxxxxx
Xxxxxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxx 00000, Attention: Xxxxxx
X Xxxxxx, Esq. (Fax: 000-000-0000).
(e) REMEDIES. Any Person having rights under any provision of
this Agreement will be entitled to enforce such rights specifically to
recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law. The parties
hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that any
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party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or other security) for
specific performance and for other injunctive relief in order to
enforce or prevent violation of the provisions of this Agreement.
(f) AMENDMENTS AND WAIVERS. Except as otherwise provided herein,
no amendment, modification, termination or cancellation of this
Agreement shall be effective unless made in writing signed by the
Company and the Holders of a majority of the shares of Registrable
Shares; provided that no amendment may be made to Sections 7 or 8(f) of
this Agreement unless agreed upon by the Company and the Holders of all
the Registrable Shares.
(g) ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Shares pursuant to this Agreement may
be assigned (but only with all related obligations) by a Holder to any
transferee (a "Qualified Transferee") that acquires from a Holder
either (i) 100,000 or more Registrable Shares or (ii) if less than
100,000 Registrable Shares are owned by a Holder at the time of a
transfer, all of the Registrable Shares owned by such Holder, in either
case in connection with the permitted transfer of Registrable Shares.
Such assignment shall not affect the rights of Holders hereunder which
shall remain in full force in accordance with the terms hereof. Any
transferring Holder shall provide the Company with prior written notice
of such transfer(s)/assignment(s); provided, however, that the failure
to provide such notice shall not be deemed to preclude assignment
hereunder.
(h) SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
(i) ENTIRE AGREEMENT. This Agreement embodies the entire
agreement of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements relating to such subject
matter.
(j) HEADINGS. The headings of this Agreement are for convenience
only and do not constitute a part of this Agreement.
(k) GOVERNING LAW. The construction, validity and interpretation
of this Agreement will be governed by the internal laws of the State of
Texas without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Texas or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Texas.
(l) FURTHER ASSURANCES. Each party to this Agreement hereby
covenants and agrees, without the necessity of any further
consideration, to execute and deliver any and all such further
documents and take any and all such other actions as may be necessary
or appropriate to carry out the intent and purposes of this Agreement
and to consummate the transactions contemplated hereby.
(m) COUNTERPARTS. This Agreement may be executed by facsimile and
in one or more counterparts, each of which shall be deemed to be an
original, but all of which shall be one and the same document.
(Signature Page Follows)
11
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IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first written above.
COMPANY:
EVENTURES GROUP, INC.
By: /s/ XXXXXX XXXXXXXXX
-------------------------------------
Name: Xxxxxx Xxxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
[SIGNATURE PAGE FOR EACH STOCKHOLDER FOLLOWS]
13
Signature page to Registration Rights Agreement dated November 19, 1999 among
eVentures Group, Inc. the undersigned and certain of its other Stockholders.
STOCKHOLDER:
GERONIMO PARTNERS, L.P.
By: EFO GENPAR, INC., its General
Partner
By: /s/ XXXXX XXXXXXX
-------------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------
Title: President
-------------------------------
