FORM OF
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of
September 16, 1997, between The Xxxxxxxxx Group LLC ("TMG") and PRT Group Inc.
(the "Company").
WHEREAS, as of the date of this Agreement, TMG owns
6,477,750 shares of the Company's voting common stock, par value $.001 per
share (the "Common Stock");
WHEREAS, the Company is consummating on the date hereof an
underwritten public offering (the "Offering") shares of the Common Stock;
WHEREAS, the Board of Directors of the Company has
authorized the officers of the Company to execute and deliver this Agreement
in the name and on behalf of the Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties to this Agreement hereby agree as
follows:
1. Definitions. As used in this Agreement,
the following terms shall have the following meanings:
"Exchange Act" means the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, as amended from time to
time.
"Holder" means TMG and any other person that owns
Registrable Securities. For purposes of this Agreement, the Company may deem
and treat the registered holder of a Registrable Security as the Holder and
absolute owner thereof, and the Company shall not be affected by any notice to
the contrary.
"Registrable Securities" means (a) the Common Stock (i)
owned by TMG (ii) acquired upon the conversion of any shares of the Company's
Series A Convertible Preferred Stock, par value $.01 per share, or (iii) held
by Capital Research and Management Company, Xxxxxxx Xxxxxxxxxx or Xxxxxx
Xxxxxxxxx, (iv) acquired by X.X. Xxxxxx Ventures Corporation ("JPMVC") upon
the conversion of the warrants held by JPMVC, in each case upon completion of
the Offering, (b) any Common Stock acquired by TMG in the open market at a
time when TMG is deemed to be
an Affiliate (as such term is defined under Rule 144 under the Securities Act)
of the Company, and (c) any securities issued or issuable in respect of the
Common Stock referred to in clauses (a) and (b) above, by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, reclassification, merger or consolidation, and any other
securities issued pursuant to any other pro rata distribution with respect to
such Common Stock. For purposes of this Agreement, a Registrable Security
ceases to be a Registrable Security when (x) it has been effectively
registered under the Securities Act and sold or distributed to the public in
accordance with an effective registration statement covering it (and has not
been reacquired in the manner described in clause (b) above), or (y) it is
sold or distributed to the public pursuant to Rule 144 (or any successor or
similar provision) under the Securities Act.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933 and the
rules and regulations promulgated thereunder, as amended from time to time.
2. Demand Registration. (a) Subject to Section 5 hereof, if
at any time TMG shall request the Company in writing to register under the
Securities Act all or a part of the Registrable Securities held by TMG (a
"Demand Registration"), the Company shall use all reasonable efforts to cause
to be filed and declared effective as soon as reasonably practicable (but in
no event later than the 45th day after TMG's request is made) a registration
statement, on such appropriate form as the Company in its discretion shall
determine, providing for the sale of all such Registrable Securities by TMG.
The Company agrees to use its best efforts to keep any such registration
statement continuously effective and usable for resale of Registrable
Securities for so long as TMG shall request. The Company shall be obligated to
file up to three (3) registration statements pursuant to this Section 2(a)
until such time as all Registrable Securities have ceased to be Registrable
Securities. Each registration statement filed pursuant to this Section 2(a) is
hereinafter referred to as a "Demand Registration Statement."
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(b) The Company agrees (i) not to effect any public or
private sale, distribution or purchase of any of its securities which are the
same as or similar to the Registrable Securities, including a sale pursuant to
Regulation D under the Securities Act, during the 15-day period prior to, and
during the 45-day period beginning on, the closing date of each underwritten
offering under any Demand Registration Statement, and (ii) to use reasonable
best efforts to cause each holder of its securities purchased from the
Company, at any time on or after the date of this Agreement (other than in a
registered public offering) to agree not to effect any public sale or
distribution of any such securities during such period, including a sale
pursuant to Rule 144 under the Securities Act.
(c) The Company may postpone for a reasonable period of
time, not to exceed 30 days, the filing or the effectiveness of any Demand
Registration Statement if the Board of Directors of the Company in good faith
determines that (A) such registration might have a material adverse effect on
any plan or proposal by the Company with respect to any financing,
acquisition, recapitalization, reorganization or other material transaction,
or (B) the Company is in possession of material non-public information that,
if publicly disclosed, could result in a material disruption of a major
corporate development or transaction then pending or in progress or in other
material adverse consequences to the Company.
(d) If at any time TMG desires to sell Registrable
Securities in an underwritten offering, TMG shall have the right to select any
nationally recognized investment banking firm(s) to administer the offering,
subject to the approval of the Company, which approval shall not be
unreasonably withheld, and the Company shall enter into underwriting
agreements with the underwriter(s) of such offering, which agreements shall
contain such representations and warranties by the Company, and such other
terms, conditions and indemnities as are at the time customarily contained in
underwriting agreements for similar offerings.
3. Incidental Registration. Subject to Section 5
hereof and the other terms and conditions set forth in this Section 3, if the
Company proposes at any time to register any shares of Common Stock (the "Ini-
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tially Proposed Shares") under the Securities Act for sale, whether or not for
its own account, pursuant to an underwritten offering, the Company will
promptly give written notice to the Holders of its intention to effect such
registration (such notice to specify, among other things, the proposed
offering price, the kind and number of securities proposed to be registered
and the distribution arrangements, including identification of the
underwriter(s)), and the Holders shall be entitled to include in such
registration statements, as a part of such underwritten offering, such number
of shares (the "Holder Shares") to be sold for the account of the
Holders (on the same terms and conditions as the Initially Proposed Shares) as
shall be specified in a request in writing delivered to the Company within 15
days after the date upon which the Company gave the aforementioned notice.
The Company's obligations to include Holder Shares in
a registration statement pursuant to this Section 3 is subject to each of the
following limitations, conditions and qualifications:
(i) If, at any time after giving written notice of
its intention to effect a registration of any of its shares of Common
Stock and prior to the effective date of any registration statement
filed in connection with such registration, the Company shall
determine for any reason not to register such shares, the Company
may, at its election, give written notice of such determination to
the Holders and thereupon it shall be relieved of its obligation to
use any efforts to register any Holder Shares in connection with such
aborted registration.
(ii) If, in the opinion of the managing
underwriter(s) of such offering, the distribution of all or a
specified portion of the Holder Shares would materially interfere
with the registration and sale, in accordance with the intended
method thereof, of the Initially Proposed Shares, then the number of
Holder Shares to be included in such registration statement shall be
reduced to such number, if any, that, in the opinion of such managing
underwriter(s), can be included without such interference. If, as a
result of the cutback provisions of the preceding sentence, the
Holders would not be entitled to include all of the Holder Shares
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in such registration, the number of shares of Registrable Securities
to be offered and sold by TMG, Xxxxxxx Xxxxxxxxxx and Xxxxxx
Xxxxxxxxx shall be reduced, on a pro rata basis, such that the Holder
Shares (other than those held by TMG, Xxxxxxx Xxxxxxxxxx and Xxxxxx
Xxxxxxxxx) may be first offered and sold.
If the Company shall so request in writing, TMG agrees not
to effect any public or private sale or distribution of any Registrable
Securities (other than the Holder Shares) during the 15-day period prior to
and during the 45-day period beginning on, the closing date of any
underwritten public offering of shares of Common Stock made for the Company's
own account.
4. Registration Procedures. (a) Whenever the Company is
required to use all reasonable efforts to effect the registration of any
Registrable Securities under the Securities Act pursuant to the terms and
conditions of Section 2(a) or 3 (such Registrable Securities being hereinafter
referred to as "Subject Shares"), the Company will use all reasonable efforts
to effect the registration and sale of the Subject Shares in accordance with
the intended method of disposition thereof. Without limiting the generality of
the foregoing, the Company will as soon as practicable:
(i) prepare and file with the SEC a registration
statement with respect to the Subject Shares in form and substance
satisfactory to the Holders of the Subject Shares, and use all
reasonable efforts to cause such registration statement to become
effective as soon as possible;
(ii) prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such
registration statement effective for the applicable period and to
comply with the provisions of the Securities Act with respect to the
disposition of all Subject Shares and other securities covered by
such registration statement;
(iii) furnish the Holders covered by such
registration statement, without charge, such number
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of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus included in such
registration statement (including each preliminary prospectus), such
documents incorporated by reference in such registration statement or
prospectus, and such other documents, as such Holders may reasonably
request;
(iv) use all reasonable efforts to register or
qualify the Subject Shares covered by such registration statement
under the securities or blue sky laws of such jurisdictions as the
managing underwriter(s) shall reasonably recommend, and do any and
all other acts and things which may be reasonably necessary or
advisable to enable the Holders to consummate the disposition in such
jurisdictions of the Subject Shares covered by such registration
statement, except that the Company shall not for any such purpose be
required to (A) qualify generally to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified, (B)
subject itself to taxation in any jurisdiction wherein it is not so
subject, or (C) consent to general service of process in any such
jurisdiction or otherwise take any action that would subject it to
the general jurisdiction of the courts of any jurisdiction in which
it is not so subject;
(v) otherwise use its best efforts to
comply with all applicable rules and regulations of
the SEC;
(vi) furnish, at the Company's expense,
unlegended certificates representing ownership of the securities
being sold in such denominations as shall be requested and instruct
the transfer agent to release any stop transfer orders with respect
to the Subject Shares being sold;
(vii) notify each Holder at any time when a
prospectus relating to the Subject Shares is required to be delivered
under the Securities Act of the happening of any event as a result of
which the prospectus included in such Registration Statement contains
any untrue statement of a material fact or
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omits to state a material fact necessary to make the statements
therein (in the case of the prospectus or any preliminary prospectus,
in light of the circumstances under which they were made) not
misleading, and the Company will, as promptly as practicable
thereafter, prepare and file with the SEC and furnish a supplement or
amendment to such prospectus so that, as thereafter delivered to the
purchasers of Subject Shares such prospectus will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading;
(viii) enter into customary agreements (including
an underwriting agreement in customary form in the case of an
underwritten offering) and make such representations and warranties
to the sellers and underwriter(s) as in form and substance and scope
are customarily made by issuers to underwriters in underwritten
offerings and take such other actions as the Holders or the managing
underwriter(s) or agent, if any, reasonably require in order to
expedite or facilitate the disposition of such Subject Shares;
(ix) make available for inspection by the Holders,
any underwriter or agent participating in any disposition pursuant to
such Registration Statement, and any attorney, accountant or other
similar professional advisor retained by any such holders or
underwriter (collectively the "Inspectors"), all pertinent
financial and other records, pertinent corporate documents and
properties of the Company (collectively, the "Records"), as
shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's officers,
directors and employees to supply all information reasonably
requested by any such Inspector in connection with such Registration
Statement. The Holders agree that Records and other information which
the Company determines, in good faith, to be confidential and of
which determination the Inspectors are so notified shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records
is necessary to avoid or correct a misstatement or omission in the
Registration Statement, (ii) the
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release of such Records is ordered pursuant to a subpoena, court
order or regulatory or agency request or (iii) the information in
such Records has been generally disseminated to the public. Each
Holder agrees that it will, upon learning that disclosure of such
Record is sought in a court of competent jurisdiction or by a
governmental agency, give notice to the Company and allow the
Company, at the Company's expense, to undertake appropriate
action to prevent disclosure of the Records deemed confidential;
(x) obtain for delivery to the Company, the
underwriter(s) or their agent, with copies to the Holders, a "cold
comfort" letter from the Company's independent public
accountants in customary form and covering such matters of the type
customarily covered by "cold comfort" letters as the Holders or
the managing underwriter(s) reasonably request;
(xi) obtain for delivery to the Holders and the
underwriter(s) or their agent an opinion or opinions from counsel for
the Company in customary form and reasonably satisfactory to the
Holder, underwriters or agents and their counsel;
(xii) make available to its security holders
earnings statements, which need not be audited, satisfying the
provisions of Section 11(a) of the Securities Act no later than 90
days after the end of the 12-month period beginning with the first
month of the Company's first quarter commencing after the
effective date of the Registration Statement, which earnings
statements shall cover said 12-month period;
(xiii) make every reasonable effort to prevent the
issuance of any stop order suspending the effectiveness of the
registration statement or of any order preventing or suspending the
effectiveness of such registration statement at the earliest possible
moment;
(xiv) cause the Subject Shares to be registered
with or approved by such other governmental agencies or authorities
within the United States
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as may be necessary to enable the sellers thereof or the
underwriters(s), if any, to consummate the disposition of such
Subject Shares;
(xv) cooperate with the Holders and the managing
underwriter(s), if any, or any other interested party (including any
interested broker-dealer) in making any filings or submission
required to be made, and the furnishing of all appropriate
information in connection therewith, with the National Association of
Securities Dealers, Inc. ("NASD");
(xvi) cause its subsidiaries to take action
necessary to effect the registration of the Subject Shares
contemplated hereby, including filing any required financial
information;
(xvii) effect the listing of the Subject Shares on
the Nasdaq National Market or such other national securities exchange
or over-the-counter market on which shares of the Common Stock shall
then be listed; and
(xviii) take all other steps necessary to effect
the registration of the Subject Shares contemplated hereby.
(b) The Holders shall provide (in writing
and signed by the Holders and stated to be specifically for use in the related
registration statement, preliminary prospectus, prospectus or other document
incident thereto) all such information and materials and take all such action
as may be required in order to permit the Company to comply with all
applicable requirements of the SEC and any applicable state securities laws
and to obtain any desired acceleration of the effective date of any
registration statement prepared and filed by the Company pursuant to this
Agreement.
(c) The Holders shall, if requested by
the Company or the managing underwriter(s) in connection with any proposed
registration and distribution pursuant to this Agreement, (i) agree to sell
the Subject Shares on the basis provided in any underwriting arrangements
entered into in connection therewith and (ii) complete and execute all
questionnaires, powers of attorney,
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indemnities, underwriting agreements and other documents customary in similar
offerings.
(d) Upon receipt of any notice from the
Company that the Company has become aware that the prospectus (including any
preliminary prospectus) included in any registration statement filed pursuant
to Section 2(a) or 3, as then in effect, contains any untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, the
Holders shall forthwith discontinue disposition of Subject Shares pursuant to
the registration statement covering the same until the Holders' receipt
of copies of a supplemented or amended prospectus and, if so directed by the
Company, deliver to the Company (at the Company's expense) all copies
other than permanent file copies then in the Holder's possession, of the
prospectus covering the Subject Shares that was in effect prior to such
amendment or supplement.
(e) The Company shall pay all
out-of-pocket expenses incurred in connection with the first two Demand
Registration Statements filed pursuant to Section 2(a) of this Agreement,
including, without limitation, all SEC and blue sky registration and filing
fees (including NASD fees), printing expenses, transfer agents and
registrars' fees attributable to securities sold for the account of the
Holders pursuant to such registration statement, fees and disbursements of the
Company's counsel and accountants and fees and disbursements of experts
used by the Company in connection with such registration statement, except
that the Holders shall pay on a pro rata basis all underwriting discounts,
commissions and expenses attributable to the Subject Shares sold pursuant to
any such registration statement. TMG shall pay any such out-of-pocket expenses
incurred in connection with the third Demand Registration Statement filed
pursuant to Section 2(a) of this Agreement, except that the Holders shall pay,
on a pro rata basis, all underwriting discounts, commissions and expenses
attributable to the Subject Shares sold pursuant to any such registration
statement. The Company shall pay any such out-of-pocket expenses incurred in
connection with any registration statement filed pursuant to Section 3 of this
Agreement, except that the Holders shall pay, on a pro rata basis, all
underwriting discounts, commissions
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and expenses attributable to the Subject Shares sold pursuant to any such
registration statement.
(f) In connection with any sale of Subject
Shares that are registered pursuant to this Agreement, the Company and
the Holders shall enter into an agreement providing for indemnification of the
Holders by the Company, and indemnification of the Company by the Holders, on
terms customary for such agreements at that time (it being understood that any
disputes arising as to what is customary shall be resolved by counsel to the
underwriter(s)).
5. Condition to Company's Obligations. Notwithstanding any
other provision in this Agreement to the contrary, the Company shall have no
obligation to effect any registration of Registrable Securities pursuant to
this Agreement within 180 days of the date of the prospectus for the Offering,
unless Xxxxx Xxxxxx Inc. shall have given its prior written consent to such
filing.
6. Indemnification.
(a) Indemnification by the Company. The Company will,
without limitation as to time, indemnify and hold harmless, to the fullest
extent permitted by law, each Holder of Registrable Securities registered
pursuant to this Agreement, the officers, directors, agents and employees of
each of them, each person who controls such holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, agents and employees of any such controlling person, from
and against all reasonable and documented losses, claims, damages,
liabilities, costs (including without limitation the costs of investigation
and attorneys' fees) and expenses (collectively, "Losses"), as incurred,
arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any registration statement, prospectus or form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or based upon 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, except insofar as the same are
based solely upon information furnished in writing to the Company by such
Holder expressly for use therein.
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(b) Indemnification by Holders of Registrable Securities. In
connection with any registration statement in which a Holder is participating,
such Holder will furnish to the Company in writing such information as the
Company reasonably requests for use in connection with any registration
statement or prospectus and will indemnify, to the fullest extent permitted by
law, the Company, its officers, directors, agents and employees, each person
who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act) and the officers, directors, agents
and employees of any such controlling person, from and against all Losses, as
incurred, arising out of or based upon any untrue or alleged untrue statement
of a material fact contained in any registration statement, prospectus or form
of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or based upon 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, to the extent, but only to the
extent, that any such statement or omission is contained in any information
furnished in writing to the Company by such Holder expressly for use therein
and was relied upon by the Company in the preparation thereof. In no event
will the liability of any selling Holder hereunder be greater in amount than
the dollar amount of the proceeds (net of payment of all expenses) received by
such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligations.
(c) Conduct of Indemnification Proceedings. If any person
shall become entitled to indemnity hereunder (an "indemnified party"), such
indemnified party shall give prompt notice to the party from which such
indemnity is sought (the "indemnifying party") of any claim or of the
commencement of any action or proceeding with respect to which such
indemnified party seeks indemnification or contribution pursuant hereto;
provided, however, that the failure to so notify the indemnifying party will
not relieve the indemnifying party from any obligation or liability except to
the extent that the indemnifying party has been prejudiced materially by such
failure. All reasonable and documented fees and expenses (including any fees
and expenses incurred in connection with investigating or preparing to defend
such action or proceeding) will be paid to the indemnified party, as
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incurred, within five calendar days of written notice thereof to the
indemnifying party (regardless of whether it is ultimately determined that an
indemnified party is not entitled to indemnification hereunder). The
indemnifying party will not consent to entry of any judgment or enter into any
settlement or otherwise seek to terminate any action or proceeding in which
any indemnified party is or could be a party and as to which indemnification
or contribution could be sought by such indemnified party under this Section
6, unless such judgment, settlement or other termination includes as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release, in form and substance satisfactory to the
indemnified party, from all liability in respect of such claim or litigation
for which such indemnified party would be entitled to indemnification
hereunder.
(d) Contribution. If the indemnification provided for in
this Section 6 is unavailable to an indemnified party under Section 6(a) or
6(b) hereof in respect of any Losses or is insufficient to hold such
indemnified party harmless, then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, will, jointly and severally,
contribute to the amount paid or payable by such indemnified party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the indemnifying party or parties, on the one hand, and such
indemnified party, on the other hand, in connection with the actions,
statement or omissions that resulted in such Losses as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party or indemnifying parties, on the one hand, and such indemnified party, on
the other hand, will be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material
fact, has been taken or made by, or related to information supplied by, such
indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a
result of any Losses will be deemed to include any reasonable and documented
legal or other fees or expenses incurred by such party in connection with any
action or proceeding.
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The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 6(d), an
indemnifying party that is a selling Holder will not be required to contribute
any amount in excess of the amount by which the total price at which the
Registrable Securities sold by such indemnifying party and distributed to the
public were offered to the public exceed the amount of any damages which such
indemnifying party has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
The indemnity, contribution and expense reimbursement
obligations contained in this Section 6 will be in addition to any liability
that the indemnifying party or parties may otherwise have to the indemnified
party or parties. The provisions of this Section 6 will survive so long as
Registrable Securities remain outstanding, notwithstanding any transfer of the
Registrable Securities by any Holder thereof or any termination of this
Agreement.
7. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be effective (a)
upon hand delivery or delivery by fax at the address or number designated
below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where
such notice is to be received) or (b) on the third business day following the
date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be:
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If to the Company, to:
PRT Group Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
Fax: (000) 000-0000
If to TMG, to:
The Xxxxxxxxx Group LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx
Fax: (000) 000-0000
If to any other Holder, to such name at such address as such
Holder shall have indicated in a written notice delivered to
the other parties to this Agreement.
Any party hereto may from time to time change its address for notices under
this Section 6 by giving at least 10 days notice of such changes to the other
parties hereto.
8. Waivers. No waiver by any party of any default with
respect to any provision, condition or requirement hereof shall be deemed to
be a continuing waiver in the future thereof or a waiver of any other
provision, condition or requirement hereof; nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter.
9. Headings. The headings herein are for convenience only,
do not constitute a part of this Agreement and shall not be deemed to limit
or affect any of the provisions hereof.
10. Successors and Assigns; Amendments. This Agreement shall
be binding upon and inure to the benefit of the parties and their successors
and assigns, including without limitation and without the need for an express
assignment each subsequent Holder of any Registrable Securities. Except as
provided in this Section 9, neither the Company nor any Holder shall assign
this Agreement or any rights hereunder without the prior
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written consent of the other parties hereto. The assignment by a party of this
Agreement or any rights hereunder shall not affect the obligations of such
party hereunder. This Agreement may not be amended except by a written
instrument executed by the parties hereto.
11. No Third Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.
12. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Delaware without regard to the principles of conflicts of laws.
12. Entire Agreement. This Agreement contains the entire
agreement of the parties hereto in respect of the subject matter hereof and
supersedes all prior agreements and understandings between the parties with
respect to the subject matter hereof.
13. Execution. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of
the date hereof.
PRT GROUP INC.
By:
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Name:
Title:
THE XXXXXXXXX GROUP LLC
By:
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Name:
Title:
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