MIDAS MEDICI GROUP HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT
Exhibit
10.28
THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made
as of _______, 2010, by and among MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware
corporation (the “Company”), and each
of the undersigned holders of certain warrants to purchase common stock of the
Company together with the holder’s qualifying transferees (the “Holders”).
RECITALS:
A. The
Company has granted warrants to the Holders to purchase common stock of the
Company pursuant to that certain Underwriting Agreement between the Company and
National Securities Corporation, as representative of the underwriters named
therein (the “Underwriting Agreement”). The specific warrants to
which this Agreement applies are identified on the signature page of this
Agreement next to the name of each individual Holder (the
“Warrants”).
B. The
parties desire to provide in this Agreement the terms and conditions of the
registration rights granted under the Agreements.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants contained herein, the Company and the Holders, severally and not
jointly hereby agree as follows:
AGREEMENT:
1. Registration
Rights.
1.1 Definitions. As
used in this Agreement, the following terms shall have the following respective
meanings:
(a) The terms
“Holder” or
“Holders” means
any person or persons to whom Warrants were originally issued or their
successors and assigns.
(b) The
term “Public
Sale” shall mean any sale of securities to the public pursuant to (i) an
offering registered under the Securities Act of 1933, as amended (the “Securities Act”) or
(ii) the provisions of Rule 144 (or any similar rule or rules then in effect)
under the Securities Act.
(c) 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.
(d) The
term “Registrable
Securities” means (i) any and all shares of Common Stock of the
Company issued or to be issued upon exercise of the Warrants; (ii) stock
issued in lieu of the stock referred to (i) in any reorganization which has
not been sold to the public; or (iii) stock issued in respect of the stock
referred to in (i) and (ii) as a result of a stock split, stock
dividend, recapitalization or the like, which has not been sold to the
public. Any specific Registrable Securities will cease to be
Registrable Securities when (A) they have been transferred in a Public Sale in a
transaction such that all transfer restrictions and restrictive legends under
the Securities Act with respect thereto are or may be removed upon consummation
of such sale, or (B) sold or available for sale in the opinion of counsel to the
Company in a single transaction exempt from the registration and prospectus
delivery requirements of the Securities Act with respect thereto or may be
removed at the consummation of the transaction.
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(e) The
term “Registration
Expenses” shall mean all expenses incurred by the Company in complying
with subsections 1.2, 1.3 and 1.4, including,
without limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company, blue
sky fees and expenses, and the expense of any special audits incident to or
required by any such registration (but excluding the compensation of regular
employees of the Company which shall be paid in any event by the
Company.)
(f) The
term “SEC”
means the Securities and Exchange Commission.
1.2 Company
Registration.
(a) Registration. If
at any time or from time to time, the Company shall determine to register any of
its securities, for its own account or the account of any of its shareholders,
other than a registration on Form S-8 relating solely to employee stock
option or purchase plans, or a registration on Form S-4 relating solely to
a SEC Rule 145 transaction, the Company will:
(i) promptly
give to each Holder written notice thereof at least 15 days prior to the initial
filing of the registration statement relating to such offering; and
(ii) include
in such registration (and compliance), and in any underwriting involved therein,
all the Registrable Securities specified in a written request or requests, made
within 15 days after receipt of such written notice from the Company, by any
Holder or Holders, except as set forth in subsection 1.2(b) below.
Notwithstanding
the foregoing provisions, the Company may withdraw any registration statement
referred to in this Section 1(a) without thereby incurring any liability to the
Holders.
(b) Underwriting.
(i) If the
registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise the Holders as a
part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any
Holder to registration pursuant to subsection 1.2 shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company and the other shareholders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company.
(ii) Notwithstanding
any other provision of this subsection 1.2, if
the underwriter managing such public offering determines that marketing factors
require a limitation of the number of shares to be underwritten, the underwriter
may limit the number of Registrable Securities to be included in the
registration and underwriting, or may exclude Registrable Securities entirely
from such registration and underwriting. The Company shall so advise all Holders
of Registrable Securities which would otherwise be registered and underwritten
pursuant hereto, and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be allocated among Holders
requesting registration in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by each of such Holders as of
the date of the notice pursuant to subsection 1.2(a)(i) above. If any Holder disapproves of the
terms of any such underwriting, he may elect to withdraw therefrom by written
notice to the Company and the underwriter. Any Registrable Securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.
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1.3 Expenses of
Registration. All Registration Expenses incurred in connection
with any registration, qualification or compliance pursuant to this
Section 1 shall be borne by the Company except
as follows:
(a) As
provided in Section 1.4(f), the Company shall not
be required to pay fees or disbursements of more than one firm of legal counsel
to the Holders.
(b) The
Company shall not be required to pay underwriters’ fees, discounts or
commissions relating to Registrable Securities.
1.4 Registration
Procedures. In the case of each registration, qualification or
compliance effected by the Company pursuant to this Agreement, the Company will
keep each Holder participating therein advised in writing as to the initiation
of each registration, qualification and compliance and as to the completion
thereof. Except as otherwise provided in subsection 1.3, at its expense the Company will:
(a) Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement.
(b) Furnish,
without charge, to the Holders such numbers of copies of a prospectus, including
each preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by
them.
(c) Use its
best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Holders or any managing underwriter,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(d) In the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.
(e) Notify
each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act or the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
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(f) The
Company shall:
(i) permit a
single firm of counsel designated as selling stockholders' counsel by the
holders of a majority in interest of the Registrable Securities and all other
securities being registered for sale by persons other than the Company (“Stockholders
Counsel”) to review the registration statement and all amendments and
supplements thereto for a reasonable period of time prior to their filing and
the Company shall not file any document in a form to which such counsel
reasonably objects;
(ii) use its
best efforts to cause all Registrable Securities covered by a registration
statement to be listed on any securities exchange or any automated quotation
system on which similar securities issued by the Company are then
listed;
(iii) if the
offering is an underwritten offering, at the request of any seller of
Registrable Securities, use its best efforts to furnish to such seller on the
date that Registrable Securities are delivered to the underwriters for sale
pursuant to such registration: (i) a copy of an opinion dated
such date of counsel representing the Company for the purposes of such
registration, addressed to the underwriters, stating that such registration
statement has become effective under the Securities Act and (A) that to the best
knowledge of such counsel, no stop order suspending the effectiveness thereof
has been issued and no proceedings for that purpose have been instituted or are
pending or contemplated under the Securities Act, (B) that the registration
statement, the related prospectus and each amendment or supplement thereof
comply as to form in all material respects with the requirements of the
Securities Act (except that such counsel need not express any opinion as to
financial statements or other financial or statistical information contained
therein) and (C) to such other effects as are customarily the subject of
opinions of issuer’s counsel provided to underwriters in underwritten public
offerings and are reasonably requested by counsel for the underwriters and (ii)
to the extent available without unreasonable expense from the Company’s
accounting firm, a copy of a letter dated such date from the independent public
accountants retained by the Company, addressed to the underwriters, stating that
they are independent public accountants within the meaning of the Securities Act
and that, in the opinion of such accountants, the financial statements of the
Company included in the registration statement or the prospectus, or any
amendment or supplement thereof, comply as to form in all material respects with
the applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters (including information as
to the period ending no more than five business days prior to the date of such
letter) with respect to such registration as such underwriters reasonably may
request;
(iv) notify in
writing the Holders that are selling Registrable Securities pursuant to such
registration statement and any managing underwriter if any disposition pursuant
to such registration statement is an underwritten offering, (A) when the
registration statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (B) of any request by
the SEC or any state securities authority for amendments and supplements to the
registration statement or of any material request by the SEC or any state
securities authority for additional information after the registration statement
has become effective, (C) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of the registration
statement or the initiation of any proceedings for that purpose, (D) if, between
the effective date of the registration statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of
the Company contained in any underwriting agreement, securities sales agreement
or other similar agreement, including this Agreement, relating to disclosure
cease to be true and correct in all material respects or if the Company receives
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (E) of the happening of any event during the period
the registration statement is effective such that such registration statement or
the related prospectus contains an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make
statements therein not misleading (in the case of a prospectus, in light of
circumstances under which they were made) and (F) of any determination by the
Company that a post-effective amendment to the registration statement would be
appropriate. The Holders hereby agree to suspend, and to cause any
managing underwriter to suspend, use of the prospectus contained in a
registration statement upon receipt of such notice under clause (C), (E) or (F)
above until, in the case of clause (C), such stop order is removed or rescinded
or, in the case of clauses (E) and (F), the Company has amended or supplemented
such prospectus to correct such misstatement or omission or
otherwise.
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If the notification relates to an
event described in clauses (E) or (F), the Company shall promptly prepare and
furnish to such seller and each underwriter, if any, a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to the purchasers of such Registrable Securities, such prospectus shall not
include an 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 no
misleading.
(v) provide
and cause to be maintained a transfer agent and registrar for all such
Registrable Securities covered by such registration statement not later than the
effective date of such registration statement;
(vi) deliver
promptly to Stockholder’s Counsel and each underwriter, if any, copies of all
correspondence between the SEC and the Company, its counsel or auditors and all
memoranda relating to discussions with the SEC and its staff with respect to the
registration statement, other than those portions of any such correspondence and
memoranda which contain information subject to attorney-client privilege with
respect to the Company, and, upon receipt of such confidentiality agreements as
the Company may reasonably request, make reasonably available for inspection by
any Stockholder’s Counsel, by any underwriter, if any, participating in any
disposition to be effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such underwriter, all
pertinent financial and other records, pertinent corporate documents and
properties of the Company, and cause all of the Company’s officers, directors
and employees to supply all information reasonably requested by any such
underwriter, attorney, accountant or agent in connection with such registration
statement;
(vii) use its
best efforts to obtain the withdrawal of any order suspending the effectiveness
of the registration statement;
(viii) provide a
CUSIP number for all Registrable Securities not later than the effective date of
the registration statement;
(ix) make
reasonably available its employees and personnel and otherwise provide
reasonable assistance to the underwriters in the marketing of Registrable
Securities in any underwritten offering;
(x) reasonably
prior to the filing of any document which is to be incorporated by reference
into the registration statement or the prospectus (after the initial filing of
such registration statement) provide copies of such document to Stockholder’s
Counsel and to the managing underwriter, if any, and make the Company’s
representatives reasonably available for discussion of such document and make
such changes in such document concerning such sellers prior to the filing
thereof as counsel for such sellers or underwriters may reasonably request;
and
(xi) cooperate
with the sellers of Registrable Securities and the managing underwriter, if any,
to facilitate the timely preparation and delivery of certificates not bearing
any restrictive legends representing the Registrable Securities to be sold, and
cause such Registrable Securities to be issued in such denominations and
registered in such names in accordance with the underwriting agreement prior to
any sale of Registrable Securities to the underwriters or, if not an
underwritten offering, in accordance with the instructions of the sellers of
Registrable Securities at least three business days prior to any sale of
Registrable Securities.
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1.5 Indemnification.
(a) In
the event of a registration of any of the Registrable Securities under the
Securities Act pursuant to the terms of this Agreement, the Company will
indemnify and hold harmless and pay and reimburse each seller of such
Registrable Securities thereunder, each underwriter of Registrable Securities
thereunder and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, from and against, and pay
or reimburse them for, any losses, claims, expenses, damages or liabilities,
joint or several, to which such seller, underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act pursuant hereto,
any preliminary prospectus (unless superseded by a final prospectus) or final
prospectus contained therein, or any amendment or supplement thereof, or (ii)
the omission or alleged omission to state in any such registration statement a
material fact required to be stated therein or necessary to make the statements
therein not misleading or, with respect to any prospectus, necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or (iii) any violation or alleged violation of the Securities
Act or any state securities or blue sky laws applicable to the Company and
relating to action or inaction required by the Company in connection with the
offering of Registrable Securities and specifically will reimburse each such
seller, each underwriter and each such controlling person for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
any such loss, claim, damage or liability (or action in respect thereof); provided, that the Company
will not be liable in any such case if and to the extent that any such loss,
claim, damage or liability (or action in respect thereof) arises out of or is
based upon the Company's reliance on an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by any such seller, any such underwriter or any such controlling
person in writing specifically for use in such registration statement or
prospectus; and provided, further, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage or liability (or action in respect thereof) arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission in such registration statement or prospectus, which untrue statement or
alleged untrue statement or omission or alleged omission is completely corrected
in an amendment or supplement to the registration statement or prospectus and
such seller or such controlling person thereafter fails to deliver or cause to
be delivered such registration statement or prospectus as so amended or
supplemented prior to or concurrently with the Registrable Shares to the person
asserting such loss, claim, damage or liability (or action in respect thereof)
or expense after the Company has furnished such seller or such controlling
person with the same.
(b) In
the event of a registration of any of the Registrable Securities under the
Securities Act pursuant hereto, each seller of such Registrable Securities
thereunder, severally and not jointly, will indemnify and hold harmless the
Company, each person, if any, who controls the Company within the meaning of the
Securities Act, each officer of the Company who signs the registration
statement, each director of the Company and each underwriter and each person who
controls any underwriter within the meaning of the Securities Act from and
against all losses, claims, expenses, damages or liabilities, joint or several,
to which the Company or such officer, director, or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
on any untrue statement or alleged untrue statement of any material fact
contained in the registration statement under which such Registrable Securities
were registered under the Securities Act pursuant hereto, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Company and each
such officer, director, underwriter and controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage or liability (or action in respect
thereof); provided,
that such seller will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information pertaining to
such seller furnished in writing to the Company by such seller specifically for
use in such registration statement or prospectus; and provided, further, that the
liability of each seller hereunder shall be limited to the proportion of any
such loss, claim, damage, liability or expense which is equal to the proportion
that the public offering price of the Registrable Securities sold by such seller
under such registration statement bears to the total public offering price of
all securities sold thereunder, but not in any event to exceed the proceeds
received by such seller from the sale of Registrable Securities covered by such
registration statement. Notwithstanding the foregoing, the indemnity
provided in this Section 1.5 shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or expense if such settlement is
effected without the consent of such indemnified party, which shall not be
unreasonably withheld.
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(c) Promptly
after receipt by an indemnified party hereunder of notice of the commencement of
any action or claim, such indemnified party shall, if a claim in respect thereof
is to be made against the indemnifying party hereunder, notify the indemnifying
party in writing thereof, but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to such indemnified
party other than under this Section 1.5 and shall only relieve it from any
liability which it may have to such indemnified party under this Section 1.5 if
and to the extent the indemnifying party is materially prejudiced by such
omission. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 1.5 for any legal expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so selected; provided, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying party, the indemnified party shall have the right to select
a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.
(d) In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) any holder of Registrable
Securities exercising rights under this Agreement, or any controlling person of
any such holder, makes a claim for indemnification pursuant to this Section 1.5
but it is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 1.5 provides
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any such selling holder or any such controlling
person in circumstances for which indemnification is provided under this Section
1.5, then, and in each such case, the Company and such holder will contribute to
the aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion so that such holder
is responsible for the portion represented by the percentage that the public
offering price of its Registrable Securities offered by the registration
statement bears to the public offering price of all securities offered by such
registration statement, and the Company is responsible for the remaining
portion; provided,
that, in any such case, (A) no such holder will be required to contribute any
amount in excess of the public offering price of all such Registrable Securities
offered by it pursuant to such registration statement and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.
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1.6 Information by
Holder. Any Holder or Holders of Registrable Securities
included in any registration shall promptly furnish to the Company such
information regarding such Holder or Holders and the distribution proposed by
such Holder or Holders as the Company may request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to herein.
1.7 Rule 144
Reporting. With a view to making available to Holders the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees at all times to:
(a) make and
keep public information available, as those terms are understood and defined in
SEC Rule 144, after 90 days after the effective date of the its
registration under Section 12(g) of the Securities Exchange Act;
(b) file with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (at any time after it has
become subject to such reporting requirements); and
(c) so long
as a Holder owns any Registrable Securities, to furnish to such Holder forthwith
upon request a written statement by the Company as to its compliance with the
reporting requirements of said Rule 144 (at any time after 90 days after
the effective date of the first registration statement filed by the Company for
an offering of its securities to the general public), and of the Securities Act
and the Securities Exchange Act (at any time after it has become subject to such
reporting requirements), a copy of the most recent annual or quarterly report of
the Company, and such other reports and documents so filed by the Company as the
Holder may reasonably request in complying with any rule or regulation of the
SEC allowing the Holder to sell any such securities without
registration.
1.8 Limitations on Subsequent
Registration Rights. From and after the date hereof, the
Company shall not, without the prior written consent of the Holders (which
consent will not be unreasonably withheld) of not less than a majority of the
Registrable Securities then outstanding enter into any agreement with any holder
or prospective holder of any securities of the Company which would allow such
holder or prospective holder to restrict any registration rights described in
subsection 1.2.
1.11 “Market Stand-Off”
Agreement. Each Holder hereby agrees that, during the period
of duration (not to exceed 90 days) specified by the Company and an underwriter
of common stock or other securities of the Company following the effective date
of public offering of securities , it shall not, to the extent requested by the
Company and such underwriter, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase, pledge or otherwise transfer or dispose of (other than to
donees who agree to be similarly bound) any securities of the Company held by it
at any time during such period except common stock included in such registration
pursuant to the terms of this Agreement. In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Registrable Securities of each Holder (and the shares of
securities of every other person subject to the foregoing restriction) until the
end of such period.
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1.12 Delay of
Registration. No Holder shall have any rights to take any
actions to restrain, enjoin, or otherwise delay any registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Section 1.
1.9 Termination of Registration
Rights. No Holder shall be entitled to exercise any right
provided for in this Section 1 at any time when such Holder may sell all of the
Holder’s shares in a three (3) month period under Rule 144 of the
Act.
2. General.
2.1 Waivers and
Amendments. With the written consent of the record holders of
at least a majority of the Registrable Securities, the obligations of the
Company and the rights of the parties under this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively,
and either for a specified period of time or indefinitely), and with the same
consent the Company, when authorized by resolution of its Board of Directors,
may enter into a supplementary agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement; provided, however, that no such modification, amendment or
waiver shall reduce the aforesaid percentage of Registrable Securities without
the consent of the Holders of a majority of the Registrable Securities (and/or
Warrants exercisable for a majority of the Registrable
Securities). Upon the effectuation of each such waiver, consent,
agreement of amendment or modification, the Company shall promptly give written
notice thereof to the record holders of the Registrable Securities who have not
previously consented thereto in writing. This Agreement or any
provision hereof may be changed, waived, discharged or terminated only by a
statement in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, except to the extent
provided in this subsection 2.1.
2.2 Governing
Law. This Agreement shall be governed in all respects by the
laws of the State of New York without regard the principles of conflicts of law
thereof.
2.3 Successors and
Assigns. Except as otherwise expressly 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.
2.4 Entire
Agreement. Except as set forth below, this Agreement and the
other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and this Agreement shall supersede and cancel all prior
agreements between the parties hereto with regard to the subject matter
hereof.
2.5 Notices,
etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be delivered by overnight
courier service or mailed by first class mail, postage prepaid, certified or
registered mail, return receipt requested, addressed (a) if to any Holder,
at the Holder’s address as set forth in the Company’s records, or at
such other address as the Holder shall have furnished to the Company in writing,
or (b) if to the Company, at such address as the Company shall have
furnished to the Holder in writing.
2.6 Severability. In
case any provision of this Agreement shall be invalid, illegal, or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement or any provision of the other Agreement s shall not
in any way be affected or impaired thereby.
2.7 Titles and
Subtitles. The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.
2.8 Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument. This Agreement will become binding on each individual
Holder and on the Company with respect that individual Holder when a copy has
been signed by that Holder and delivered to the Company and another copy (which
need not be the same copy) has been signed by the Company and delivered to that
Holder.
[SIGNATURE
PAGE FOLLOWS]
9
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set
forth underneath their respective signatures below.
| “COMPANY” | |||||
| MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation | |||||
| By: | |||||
|
Name:
|
|||||
| Date: |
_____________,
2010
|
|
|||
|
“HOLDERS:”
|
|||||
|
National
Securities Corporation
|
|||||
| By: | Warrants: Date(s): | ||||
|
Signature
|
Number of Shares Covered: | ||||
| Initial per share price: | |||||
| Printed Name | |||||
| Date: ____________, 2010 | |||||
| By: | Warrants: Date(s): | ||||
|
Signature
|
Number of Shares Covered: | ||||
| Initial per share price: | |||||
| Printed Name | |||||
| Date: ____________, 2010 | |||||
10
