EXHIBIT 10.50
THIS REGISTRATION RIGHTS AGREEMENT dated as of January 27, 2004,
between PROVO INTERNATIONAL, INC. f/k/a FRONTLINE COMMUNICATIONS CORPORATION,
a Delaware corporation (the "Company"), and IIG EQUITY OPPORTUNITIES FUND
LTD., a Bermuda company (the "Lender").
Recitals
WHEREAS, pursuant to the Term Loan and Security Agreement
dated as of April 3, 2003 (as amended, modified, restated and supplemented
from time to time, the "Loan Agreement") among the Company, Proyecciones Y
Ventas Organizadas, S.A. de C.V., a Mexico corporation ("Provo" together with
the Company, each a "Borrower" and collectively, "Borrowers"), and the Lender,
the Borrowers and the Lender have agreed that the Payoff Amount shall be paid
in full on the Payoff Date as follows: (a) $226,453.64 in cash (the "Cash
Amount") and (b) $125,000 shall be converted into 500,000 shares of Common
Stock of Frontline (the "Conversion Shares") at a conversion price of $.25 per
share; and
WHEREAS, the Company wishes to grant registration rights to
the Lender for the Conversion Shares as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, the parties hereby agree as follows: Section
1. Certain Definitions.
Capitalized terms used in this Agreement and not defined
herein shall have the meanings ascribed to them in the Loan Agreement. As used
in this Agreement, the following terms shall have the following respective
meanings:
"Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the
Securities Act.
"Common Stock" shall mean the common stock of the Company,
par value $.01 per share, and any other securities issued in respect of Common
Stock upon any stock split, stock dividend, recapitalization, merger,
consolidation, share exchange or similar event.
"NASD" means the National Association of Securities Dealers,
Inc.
"Payoff Amount" has the meaning given to such term in the
Loan Agreement.
"Payoff Date" has the meaning given to such term in the Loan
Agreement.
"Person" means any individual, any foreign or domestic
corporation, general partnership, limited partnership, limited liability
company, firm, joint venture, association,
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individual retirement account, joint stock company, trust, estate,
unincorporated organization, governmental or regulatory body or other entity.
"Registrable Securities" shall mean (a) the Conversion
Shares, and (b) any shares of Common Stock of the Company issued as (or
issuable upon conversion or exercise of any warrant, right or other security
which is as issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, such above-described securities, provided,
however, that securities shall be treated as Registrable Securities only if
and only for so long as they are held by a Securities Holder or a permitted
transferee pursuant to the terms hereof, and (i) they have not been disposed
of pursuant to a registration statement declared effective by the Commission,
(ii) they have not been sold in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act, so that all transfer
restrictions and restrictive legends with respect thereto are removed upon the
consummation of such sale, or (iii) the registration rights as to the Holder
of such Registrable Securities have not expired.
The terms "register," "registered" and "registration" refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Securities" means "securities" as defined in Section 2(1)
of the Securities Act and includes capital stock or other equity interests or
any options, warrants or other securities that are directly or indirectly
convertible into, or exercisable or exchangeable for, capital stock or other
equity interests.
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any successor federal statute and the rules and regulations of the
Commission thereunder, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Securities Holder" shall mean the Lender and any Person
holding Registrable Securities to whom the rights under this Agreement have
been transferred. Section 2. Registration Rights.
2.1 Automatic Registration. The Company hereby agrees with the
Securities Holders that no later than thirty (30) calendar days following the
date hereof, the Company shall prepare and file a registration statement under
the Securities Act with the SEC covering the Registrable Securities, and the
Company will use its best efforts to cause such registration to become
effective as promptly as practicable and within ninety (90) days thereafter.
If (i) a registration statement covering applicable Registrable Securities is
not filed on or before thirty (30) calendar days following the date hereof, or
(ii) a registration statement covering applicable Registrable Securities is
not declared effective by the SEC on or before the date ninety (90) days
thereafter (any such failure or breach being referred to as an "Event," and
the date on which such Event occurs being referred to as an "Event Date"),
then, in any such case, as partial relief for the damages suffered therefrom
by the Securities Holders (which remedy shall not be exclusive of any other
remedies available at law or in equity), the Company shall, on the Event Date
and on the first day of each month following the Event Date until the
triggering Event is cured, pay to each Securities Holder an aggregate amount,
in cash, as liquidated damages and not as a penalty,
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equal to an amount equal to two percent (2%) (the "Applicable Percentage") of
$185,000, which is the aggregate fair market value of the Registrable
Securities on the date hereof (the "Share Market Value") (calculated as
$3,700) (the "Liquidated Damages"). The Liquidated Damages shall be payable
for each month, or prorated for each portion thereof, that an Event has
occurred and is continuing. In addition, for each month, or portion thereof,
after the first month that Liquidated Damages are required to be paid
hereunder, the Applicable Percentage shall be increased by one percentage
point (for example, Liquidated Damages shall equal 2% of the Share Market
Value for the first month following an Event Date, 3% of the Share Market
Value for the next month, and so on until the Event has been cured). The
payments to which a Securities Holder shall be entitled pursuant to this
Section are referred to herein as "Registration Delay Payments." Registration
Delay Payments shall be calculated on a cumulative basis. If the Company fails
to make Registration Delay Payments in a timely manner, such Registration
Delay Payments shall bear interest at the rate of 2.0% per month (or the
maximum rate permitted by law), pro-rated for partial months, until paid in
full.
The obligation of the Company under this Section 2.1 shall be limited
to one registration statement and shall not apply to any Registrable
Securities that at such time are eligible for immediate resale pursuant to
Rule 144(k) under the Securities Act.
2.2 "Piggyback" Registration Rights. At any time commencing six
months after the date hereof, if the Company shall determine to proceed with
the actual preparation and filing of a registration statement under the
Securities Act in connection with the proposed offer and sale of any of its
securities by it or any of its security holders (other than a registration
statement on Form X-0, X-0 or other limited purpose form), the Company will
give written notice of its determination to all Securities Holders of record.
Upon the written request from any such holders (the "Requesting Holders"),
within 15 days after receipt of any such notice from the Company, the Company
will, except as herein provided, cause all such Registrable Securities to be
included in such registration statement, all to the extent requisite to permit
the sale or other disposition by the prospective seller or sellers of the
Registrable Securities to be so registered; provided, further, that nothing
herein shall prevent the Company from, at any time, abandoning or delaying any
registration. If any registration pursuant to this Section 2.2 shall be
underwritten in whole or in part, the Company may require that the Registrable
Securities requested for inclusion pursuant to this Section 2.2 be included in
the underwriting on the same terms and conditions as the securities otherwise
being sold through the underwriters. In such event, the Requesting Holders
shall, if requested by the underwriters, execute an underwriting agreement
containing customary representations and warranties by selling stockholders
and a lock-up on shares not being sold. If in the good faith judgment of the
managing underwriter of such public offering the inclusion of all of the
Registrable Securities originally covered by a request for registration (the
"Requested Stock") would reduce the number of shares to be offered by the
Company or interfere with the successful marketing of the shares of stock or
other securities offered by the Company, the number of shares of Requested
Stock otherwise to be included in the underwritten public offering may be
reduced pro rata (by number of shares) among the holders thereof requesting
such registration or excluded in their entirety if so required by the
underwriter. To the extent only a portion of the Requested Stock is included
in the underwritten public offering, those shares of Requested Stock which are
thus excluded from the underwritten public offering shall be withheld from the
market by the holders thereof for a period, not to
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exceed 90 days, which the managing underwriter reasonably determines is
necessary in order to effect the underwritten public offering.
The obligation of the Company under this Section 2.2 shall not apply
to Registrable Securities that at such time are eligible for immediate resale
pursuant to Rule 144(k) under the Securities Act. 2.3 Form S-3 Registration.
In case the Company shall be obligated to effect a registration pursuant to
the terms hereunder, the Company shall use its best efforts to effect such
registration on Form S-3, or any successor SEC short-form registration
statement with respect to the Registrable Securities, if Form S-3 is available
for such offering by the Securities Holders under applicable federal
securities laws. 2.4 Registration Procedures. To the extent required by
Section 2.1, Section 2.2 and Section 2.3 the Company will:
(a) prepare and file with the SEC a registration statement with
respect to such securities, and use its best efforts to cause such
registration statement to become and remain effective;
(b) prepare and file with the SEC such amendments to such
registration statement and supplements to the prospectus contained therein as
may be necessary to keep such registration statement effective;
(c) furnish to the Securities Holders participating in such
registration and to the underwriters of the securities being registered such
reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus and such other documents as such underwriters may
reasonably request in order to facilitate the public offering of such
securities;
(d) use its best efforts to register or qualify the securities
covered by such registration statement under such state securities or blue sky
laws of such jurisdictions as the Securities Holders may reasonably request in
writing within 20 days following the original filing of such registration
statement, except that the Company shall not for any purpose be required to
execute a general consent to service of process or to qualify to do business
as a foreign corporation in any jurisdiction wherein it is not so qualified;
(e) notify the Securities Holders, promptly after it shall
receive notice thereof, of the time when such registration statement has
become effective or a supplement to any prospectus forming a part of such
registration statement has been filed;
(f) notify the Securities Holders promptly of any request by the
SEC for the amending or supplementing of such registration statement or
prospectus or for additional information;
(g) prepare and file with the SEC, promptly upon the request of
any Securities Holders, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for such Securities
Holders (and concurred in by counsel for the
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Company), is required under the Securities Act or the rules and regulations
thereunder in connection with the distribution of Common Stock by such
Securities Holders;
(h) prepare and promptly file with the SEC and promptly notify
such Securities Holders of the filing of such amendment or supplement to such
registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event
shall have occurred as the result of which any such prospectus or any other
prospectus as then in effect would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances in which they were made, not
misleading; and
(i) advise the Securities Holders, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order
by the SEC suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.
(j) The Securities Holders shall cooperate with the Company in
providing the information necessary to effect the registration of their
Registrable Shares, including completion of customary questionnaires.
2.5 Expenses.
---------
(a) With respect to the registration required pursuant to
Sections 2.1 and 2.2 hereof, all fees, costs and expenses of and incidental to
such registration, inclusion and public offering (as specified in paragraph
(b) below) in connection therewith shall be borne by the Company.
(b) The fees, costs and expenses of registration to be borne by
the Company as provided in paragraph (a) above shall include, without
limitation, all registration, filing, and NASD fees, printing expenses, fees
and disbursements of counsel and accountants for the Company, and all legal
fees and disbursements and other expenses of complying with state securities
or blue sky laws of any jurisdictions in which the securities to be offered
are to be registered and qualified. The Company shall be responsible for fees
and disbursements of counsel and accountants for the Securities Holders and
any other expenses incurred by the Securities Holders not expressly included
above up to $5,000.
2.6 Indemnification.
----------------
(a) The Company will indemnify and
hold harmless each Securities Holder of Registrable Securities which are
included in a registration statement pursuant to the provisions of Section 2.1
or Section 2.2 hereof, its directors and officers, and any underwriter (as
defined in the Securities Act) for such Securities Holders and each person, if
any, who controls such Securities Holders or such underwriter within the
meaning of the Securities Act, from and against, and will reimburse such
Securities Holders and each such underwriter and controlling person with
respect to, any and all loss, damage, liability, cost and expense to which
such Securities Holders or any such underwriter or controlling person may
become subject under the
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Securities Act or otherwise, insofar as such losses, damages, liabilities,
costs or expenses are caused by any untrue statement or alleged untrue
statement of any material fact contained in such registration statement, any
prospectus contained therein or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, damage, liability, cost or expenses
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 such Securities Holders, such underwriter or such
controlling person in writing specifically for use in the preparation thereof.
(b) Each Securities Holders of Registrable Securities included
in a registration pursuant to the provisions of Section 2.1 or Section 2.2
hereof will indemnify and hold harmless the Company, its directors and
officers, any controlling person and any underwriter from and against, and
will reimburse the Company, its directors and officers, any controlling person
and any underwriter with respect to, any and all loss, damage, liability, cost
or expense to which the Company or any controlling person and/or any
underwriter may become subject under the Securities Act or otherwise, insofar
as such losses, damages, liabilities, costs or expenses are caused by any
untrue statement or alleged untrue statement of any material fact contained in
such registration statement, any prospectus contained therein or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in conformity with
written information furnished by or on behalf of such Securities Holders
specifically for use in the preparation thereof; provided however, that the
total amounts payable in indemnity by the Securities Holders under this
Section 2.6 shall not exceed the net proceeds received by the Securities
Holders in the registered offering out of which such all loss, damage,
liability, cost and expense arises.
(c) Promptly after receipt by an indemnified party pursuant to
the provisions of paragraph (a) or (b) of this Section 2.6 of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions such indemnified party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of said
paragraph (a) or (b), promptly notify the indemnifying party of the
commencement thereof; but the omission to so notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party hereunder, except to the extent that the indemnifying party is actually
prejudiced thereby. In case such action is brought against any indemnified
party and it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party, provided, however, if counsel for the indemnifying party
concludes that a single counsel cannot under applicable legal and ethical
considerations, represent both the indemnifying party and the indemnified
party, the indemnified party or parties have the right to select separate
counsel to participate in the defense of such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its
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election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party pursuant to the provisions of said paragraph
(a) or (b) for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation, unless (i) the indemnified party shall have employed
counsel in accordance with the provisions of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after the notice of the commencement of the action or (iii) the
indemnifying party has, in its sole discretion, authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party.
Section 3. Miscellaneous.
--------------
3.1 GOVERNING LAW.
--------------
(a) ALL QUESTIONS CONCERNING THE CONSTRUCTION, INTERPRETATION
AND VALIDITY OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER IN THE
STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
(b) THE PARTIES TO THIS AGREEMENT AGREE THAT JURISDICTION AND
VENUE IN ANY ACTION BROUGHT BY ANY PARTY HERETO PURSUANT TO THIS AGREEMENT MAY
BE BROUGHT IN ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK. BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PARTIES HERETO IRREVOCABLY
SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR THEMSELVES AND IN RESPECT OF
THEIR PROPERTY WITH RESPECT TO SUCH ACTION. THE PARTIES HERETO IRREVOCABLY
AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION
THAT SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF
SUCH ACTION.
(c) THE COMPANY HEREBY AGREES THAT SERVICE UPON THEM BY
REGISTERED OR CERTIFIED MAIL (RETURN RECEIPT REQUESTED) SHALL CONSTITUTE
SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE LENDERS TO
BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.
(d) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM
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AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES
UNDER THIS AGREEMENT, THE NOTE DOCUMENTS OR ANY DOCUMENTS RELATED THERETO.
3.2 Successor and Assigns.
----------------------
Except as otherwise provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto, except that the
Company shall not assign its rights or obligations hereunder without the
consent of the Securities Holders of a majority in interest of the aggregate
of the then outstanding Registrable Securities, except in the event of a
merger or a sale of all or substantially all of the Company's assts.
3.3 Effectiveness.
--------------
This Agreement shall be effective upon the date first set
forth above.
3.4 Adjustments for Stock Splits, Etc.
----------------------------------
Wherever in this Agreement there is a reference to a
specific number of Conversion Shares or Registrable Securities of the Company
of any class or series, then, upon the occurrence of any subdivision,
combination or stock dividend of such class or series of stock, the specific
number of shares so referenced in this Agreement shall automatically be
proportionally adjusted to reflect the effect on the outstanding shares of
such class or series of stock by such subdivision, combination or stock
dividend. 3.5 Remedies.
In the event of a breach by the Company or by a Securities
Holder, of any of their obligations under this Agreement, the Securities
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. The Company and the Securities Holder agree that
monetary damages, including the Liquidated Damages provided in Section 2.1
herein, would not provide adequate and full compensation for any losses
incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense
that a remedy at law would be adequate.
3.6 Entire Agreement; Amendment.
----------------------------
(a) This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
hereof.
(b) Except as expressly
provided herein, neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by
the party against whom enforcement of any such amendment, waiver, discharge or
termination is sought; provided, however, that any provisions hereof may be
amended, waived,
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discharged or terminated upon the written consent of the Company and the
Securities Holders of a majority in interest of the aggregate of the then
outstanding Registrable Securities; and provided, further, notwithstanding
anything to the contrary in this Agreement that any such amendment, waiver,
discharge or termination that would adversely affect the material rights
hereunder of any Securities Holder, in its capacity as such, without similarly
affecting the rights hereunder of all of the Securities Holders may not be
made without the prior written consent of such adversely affected Securities
Holder.
3.7 Notices, Etc.
-------------
All notices, demands and requests of any kind to be
delivered to any party hereto in connection with this Agreement shall be (a)
delivered personally, (b) sent by nationally-recognized overnight courier, (c)
sent by first class, registered or certified mail, return receipt requested or
(d) sent by facsimile, in each case to such party at its address as follows:
(i) if to the Company, to:
Frontline Communications Corporation
Xxx Xxxx Xxxx Xxxxx
X.X. Xxx 0000 Xxxxx Xxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxx-Xxxxxxxx Telephone
No.: 000-000-0000 Telecopier No.:
000-000-0000
if to the Lender, to:
IIG Equity Opportunities Fund Ltd.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: 000-000-0000
Telecopier: 000-000-0000
Any notice, demand or request so delivered shall constitute
valid notice under this Agreement and shall be deemed to have been received
(A) on the day of actual delivery in the case of personal delivery, (B) on the
next Business Day after the date when sent in the case of delivery by
nationally-recognized overnight courier, (C) on the fifth Business Day after
the date of deposit in the U.S. mail in the case of mailing or (D) upon
receipt in the case of a facsimile transmission. Any party hereto may from
time to time by notice in writing served upon the other as aforesaid designate
a different mailing address or a different person to which all such notices,
demands or requests thereafter are to be addressed.
3.8 Delays or Omissions.
--------------------
Except as expressly provided herein, no delay or omission
to exercise any right, power or remedy accruing to any party upon any breach
or default of another party under this Agreement shall impair any such right,
power or remedy of such party that is not in breach or default nor shall it be
construed to be a waiver of any such breach or
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default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party of any breach or default under this Agreement, or any
waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.
3.9 Severability.
-------------
In the event that any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said
provision; provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.
3.10 Titles and Subtitles.
---------------------
The titles and subtitles used in this Agreement are used for
convenience only and are not considered in construing or interpreting this
Agreement.
3.11 Gender.
-------
As used herein, masculine pronouns shall include the
feminine and neuter, and neuter pronouns shall include the masculine and the
feminine. 3.12 Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
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IN WITNESS WHEREOF, the undersigned or each of their
respective duly authorized officers or representatives have executed this
agreement effective upon the date first set forth above.
PROVO INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxx-Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxx-Xxxxxxxx
Chief Executive Officer
IIG EQUITY OPPORTUNITIES FUND LTD.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title:
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REGISTRATION RIGHTS AGREEMENT
BETWEEN
PROVO INTERNATIONAL, INC. F/K/A
FRONTLINE COMMUNICATIONS CORPORATION
AND
IIG EQUITY OPPORTUNITIES FUND LTD.
JANUARY ___, 2004
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TABLE OF CONTENTS
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PAGE
----
Section 1. Certain Definitions............................................1
Section 2. Registration Rights............................................2
2.1 Automatic Registration.........................................2
2.2 "Piggyback" Registration Rights................................3
2.3 Form S-3 Registration..........................................4
2.4 Registration Procedures........................................4
2.5 Expenses.......................................................5
2.6 Indemnification................................................5
Section 3. Miscellaneous..................................................7
3.1 GOVERNING LAW..................................................7
3.2 Successor and Assigns..........................................8
3.3 Effectiveness..................................................8
3.4 Adjustments for Stock Splits, Etc..............................8
3.5 Remedies.......................................................8
3.6 Entire Agreement; Amendment....................................8
3.7 Notices, Etc...................................................9
3.8 Delays or Omissions............................................9
3.9 Severability..................................................10
3.10 Titles and Subtitles..........................................10
3.11 Gender........................................................10
3.12 Counterparts..................................................10
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