1
EXHIBIT 4
REGISTRATION RIGHTS AGREEMENT
2
12
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of this
22nd day of November, 1999, and is effective on the Effective Date of the Merger
(as such terms are defined below), by and among the Shareholders set forth on
SCHEDULE A annexed hereto (sometimes referred to herein as "Shareholder" or,
collectively, as "Shareholders"), and Corpas Investments, Inc., a Florida
corporation (hereinafter referred as to as the "Company").
RECITALS:
WHEREAS, Interactive XxxXx.xxx, Inc., a Delaware corporation ("ICE") ,
and the Company have executed simultaneously herewith that certain Agreement and
Plan of Merger (the "Plan"), whereby ICE will merge with and into the Company,
with the Company as the surviving entity (the "Merger"); and
WHEREAS, as a condition to the obligation of ICE Stockholders (defined
below) and ICE to consummate the transactions contemplated by the Plan, this
Agreement shall have been executed and effective simultaneous with the Effective
Date of such Merger as set forth in the Plan (the "Effective"); and
WHEREAS, upon the closing of the Merger, the stockholders of ICE set
forth on SCHEDULE A (the "ICE Stockholders") shall be the holders of record of
5,600,000 shares of issued and outstanding shares of the common stock, par value
$.001 per share (the "Common Stock") of the Company, in the respective amounts
and percentages set forth opposite their names on Schedule A (the "Percentage
Interests"); and
WHEREAS, as a condition to their willingness to consummate the Merger,
the Shareholders desire that the Company grant to them certain registration
rights with respect to the Common Stock owned by such Shareholders upon closing
of the Merger.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained, the Investors and the Company hereby agree as follows:
1. DEFINITIONS.
As used herein:
(a) The term "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(b) The term "Holder" means the holder or holders of Registrable
Securities.
(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.
3
(d) The term "Person" shall have the meaning set forth in Section 2(2)
of the Securities Act.
(e) The term "Prospectus" shall have the meaning set forth in Section
2(10) of the Securities Act.
(f) The term "Registrable Securities" means all of the Company's Common
Stock owned by the Shareholders.
(g) The term "Registration Expenses" shall mean any and all expenses
incident to the performance of or compliance by the Company with this Agreement,
including without limitation: (i) all SEC or National Association of Securities
Dealers, Inc. (the "NASD") registration and filing fees, including, if
applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any Holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of one counsel for
any underwriters or Holder in connection with blue sky qualification of any of
the Registrable Securities) and compliance with the rules of the NASD, (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus and any
amendments or supplements thereto, and in preparing or assisting in preparing,
printing and distributing any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements
of counsel for the Company and of the independent certified public accountants
of the Company, including the expenses of any "cold comfort" letters required by
or incident to such performance and compliance, (vi) the fees and expenses of
any exchange agent or custodian, (vii) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Securities on any
securities exchange or exchanges, and (viii) the reasonable fees and expenses of
any special experts retained by the Company in connection with any Registration
Statement.
(h) The term "Registration Statement" shall mean any Registration
Statement of the Company that covers any of the Registrable Securities pursuant
to the provisions of this Agreement, and all amendments and supplements to any
such Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
(i) The term "Securities Act" means the Securities Act of 1933, as
amended.
(j) The term "SEC" means the Securities and Exchange Commission.
2. REGISTRATION RIGHTS.
(a) If at any time or from time to time, the Company shall determine to
register for its own account in an underwritten public offering (other than on a
registration statement related to any employee benefit plan, acquisition or
corporate reorganization or registration for foreign issuance or distribution),
any of its Common Stock under the Securities Act, the Company will: (a) promptly
2
4
give to the Holder written notice thereof (which shall include a list of the
jurisdictions in which the Company intends to attempt to qualify its Common
Stock under the applicable blue sky or other state securities laws); and (b) use
all commercially reasonable efforts to cause to be included in such registration
under the Securities Act (and any related qualification under blue sky laws or
other compliance) and in any underwriting involved therein, all the Registrable
Securities specified in a written request made within 30 days after receipt of
such written notice from the Company by the Holders; except that, if, in
connection with any offering involving an underwriting of Common Stock to be
issued by the Company, the managing underwriter shall impose a limitation on the
number of shares of Common Stock which may be included in the Registration
Statement because, in its judgment, such limitation is necessary to effect an
orderly public distribution, then the Company shall be only obligated to include
in such Registration Statement that number of Registrable Securities that is in
excess of the number of shares of Common Stock the Company proposes to sell
under the Registration Statement, which Registrable Securities shall be
allocated on a pro rata basis among the Holders, who have requested that their
Registrable Securities be registered, based on their percentage of ownership of
such Registrable Securities. The Company shall not be required to reduce the
number of shares of Common Stock to be offered by the Company in such
Registration Statement for any reason.
(b) After the Company has qualified for the use of a Registration
Statement on Form S-3, in addition to the rights contained in Section 2(a)
above, any or all of the Holders shall have the right to request the Company use
its best efforts to effect a registration of the Registrable Securities on Form
S-3 (each such request to be in writing and to state the number of shares to be
disposed of and the intended methods of disposition); PROVIDED, HOWEVER, that
the Company shall not be required to bring effective more than two (2)
Registration Statements on Form S-3 pursuant to this Section 2(b).
3. EFFECTIVENESS.
A Registration Statement pursuant to which any Registrable Securities
are being offered will not be deemed to have become effective unless it has been
declared effective by the SEC; PROVIDED, HOWEVER, that if, after it has been
declared effective, the offering of the Registrable Securities pursuant to such
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have been effective during the
period of such interference, until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume. The Company will be
deemed not to have used best efforts to cause the Registration Statement to
become, or to remain, effective during the requisite period if it voluntarily
takes any action that would result in any such Registration Statement not being
declared effective or that would result in the Holder not being able to offer
and sell the Registrable Securities during that period unless such action is
required by applicable laws and regulations or currently prevailing
interpretations of the staff of the SEC. The Company shall use best efforts to
maintain the effectiveness for up to 120 days (or such shorter period of time as
the underwriters need to complete the distribution of the registered offering)
of any Registration Statement pursuant to which any of the Registrable
Securities are being offered, and from time to time will amend or supplement
such Registration Statement and the Prospectus contained therein to the extent
3
5
necessary to comply with the Securities Act and any applicable state securities
laws or regulations. The Company shall also provide the Holder with as many
copies of the Prospectus contained in any such Registration Statement as the
Holder may reasonably request.
4. EXPENSES OF REGISTRATION.
All Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to this Agreement shall be borne by the
Company. Except as provided herein, the Holder shall pay all fees and expenses
of its legal counsel, underwriters' fees, discounts or commissions or transfer
taxes, if any, relating to the sale or disposition of the Holder's Registrable
Securities.
5. REGISTRATION PROCEDURES.
In the case of each registration, qualification, or compliance effected
by the Company pursuant to this Agreement, the Company will keep the Holder
advised in writing as to the initiation of each registration, qualification and
compliance and as to the completion thereof. At its expense, the Company will:
(a) Prepare and file with the SEC a Registration Statement with respect
to such Registrable Securities as described in Section 2 and use its best
efforts to cause such Registration Statement to become effective and to remain
effective in accordance with Section 3 (provided that before filing a
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company will furnish to the counsel selected by the Holder copies of all
such documents proposed to be filed, which documents will be subject to the
review of such counsel);
(b) 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 and current for a
period of not less than 120 days and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof as set forth in such Registration
Statement;
(c) (i) Furnish to the Holder, and to each underwriter, if any, without
charge, such number of copies of such Registration Statement, each amendment and
supplement thereto, the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Holder
or underwriters may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by the Holder; and (ii) consent to the use of
the Prospectus or any amendment or supplement thereto by the Holder of
Registrable Securities included in the Registration Statement in connection with
the offering and sale of the Registrable Securities covered by the Prospectus or
any amendment or supplement thereto;
(d) Use its commercially reasonable best efforts to register or qualify
such Registrable Securities under all applicable securities or blue sky laws of
such jurisdictions of the United States by the time the applicable Registration
Statement is declared effective by the SEC as the Holder and any underwriters
reasonably request in writing and do any other related acts which may be
4
6
reasonably necessary or advisable to enable the Holder and underwriters to
consummate the disposition in such jurisdictions of the Registrable Securities;
PROVIDED, HOWEVER, that the Company shall not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it
would not otherwise be required to qualify but for this Section 5(d), (ii) file
any general consent to service of process in any jurisdiction where it would not
otherwise be subject to such service of process, or (iii) subject itself to
taxation in any such jurisdiction if it is not then so subject;
(e) Notify the Holder, its counsel, and the managing underwriters, if
any, promptly, and promptly confirm such notice in writing, (i) at any time when
a Prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which, or the fact that, the
Prospectus included in such Registration Statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the reasonable request of a majority of the Holders, the
Company will prepare a supplement or amendment to such Prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading; (ii)
when a Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (iii) of any request by the
SEC or any state securities authority for amendments and supplements to a
Registration Statement or Prospectus or for additional information after the
Registration Statement has become effective, (iv) of the issuance by the SEC or
any state securities authority of any stop order suspending the effectiveness of
a Registration Statement or the qualification of the Registrable Securities or
the initiation of any proceedings for that purpose, (v) if, between the
effective date of a Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of
the Company contained in any purchase agreement, securities sales agreement or
other similar agreement, if any, cease to be true and correct in all material
respects, and (vi) the Company's reasonable determination that a post-effective
amendment to the Registration Statement would be appropriate;
(f) If applicable, use its best efforts to cause all such Registrable
Securities to be listed or quoted on each securities exchange or interdealer
quotation system on which similar securities issued by the Company are then
listed or quoted;
(g) Provide a transfer agent for all such Registrable Securities not
later than the effective date of such Registration Statement;
(h) Enter into such customary agreements (including underwriting
agreements on customary terms) and take all such other actions as the
underwriters, if any, reasonably requests in order to expedite or facilitate the
disposition of such Registrable Securities;
(i) Obtain for delivery to the Company and the managing underwriters,
if any, with copies to the Holders of the Registrable Securities being
registered, a comfort letter from the Company's independent public accountants
in customary form and covering such matters of the type customarily covered by
comfort letters as the Holders shall reasonably request, dated the effective
date of the Registration Statement and brought down to the closing;
5
7
(j) If necessary, obtain a CUSIP number for the Registrable Securities
not later than the effective date of the Registration Statement; and
(k) Make available for inspection by the Holder, any underwriter
participating in any disposition pursuant to such Registration Statement and any
attorney, accountant or any other agent retained by the Holder or any such
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors and
employees to supply all information reasonably requested by the Holder, any such
underwriter, attorney, accountant or agent in connection with such Registration
Statement.
(l) Cooperate with the Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and registered in such names as the Holder or
the underwriters may reasonably request at least two Business Days prior to the
closing of any sale of Registrable Securities pursuant to such Registration
Statement;
(m) Cooperate with the Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and registered in such names as the Holder or
the underwriters may reasonably request at least two Business Days prior to the
closing of any sale of Registrable Securities pursuant to such Registration
Statement;
(n) Upon the occurrence of any circumstance contemplated by Section
5(e)(iii), 5(e)(iv), or 5(e)(v) hereof, use best efforts to prepare a supplement
or post-effective amendment to such Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities, such Prospectus will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and to notify the Holder to suspend use of the Prospectus
as promptly as practicable after the occurrence of such an event, and the Holder
hereby agrees to suspend use of the Prospectus until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission;
(n) Cooperate with each seller of Registrable Securities covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD; and
(o) Use best efforts to take all other steps necessary to effect the
registration of the Registrable Securities covered by a Registration Statement
contemplated hereby.
6. INDEMNIFICATION AND CONTRIBUTION.
(a) In connection with any Registration Statement, the Company shall
indemnify and hold harmless the Holder and each underwriter who participates in
an offering of the Registrable Securities, each Person, if any, who controls any
6
8
of such parties within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act and each of their respective directors, officers,
employees and agents, as follows:
(i) from and against any and all loss, liability, claim,
damage and expense whatsoever, joint or several, as incurred, arising
out of any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto)
covering Registrable Securities, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of
a material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto) or the omission
or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(ii) from and against any and all loss, liability, claim,
damage and expense whatsoever, joint or several, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any court or governmental agency or
body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the prior
written consent of the Company; and
(iii) from and against any and all expenses whatsoever, as
incurred (including reasonable fees and disbursements of counsel chosen
by Holder or any underwriter (except to the extent otherwise expressly
provided in Section 6(c) hereof)), incurred in investigating, preparing
or defending against any litigation, or any investigation or proceeding
by any court or governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph (i) or (ii)
of this Section 6(a);
PROVIDED, HOWEVER, that (i) this indemnity does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished in writing to the
Company by the Holder, or any underwriter with respect to the Holder, or any
underwriter, as the case may be, expressly for use in a Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) and (ii) the Company shall not be liable to the Holder, any underwriter
or controlling Person, with respect to any untrue statement or alleged untrue
statement or omission or alleged omission in any preliminary Prospectus to the
extent that any such loss, liability, claim, damage or expense of the Holder,
any underwriter or controlling Person results from the fact that the Holder or
any underwriter, sold Registrable Securities to a Person to whom there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the final Prospectus as then amended or supplemented if the Company had
previously furnished copies thereof to the Holder or any underwriter or
controlling Person and the loss, liability, claim, damage or expense of the
Holder or underwriter, or controlling Person results from an untrue statement or
omission of a material fact contained in the preliminary Prospectus which was
7
9
corrected in the final Prospectus. Any amounts advanced by the Company to an
indemnified party pursuant to this Section 6 as a result of such losses shall be
returned to the Company if it shall be finally determined by such a court in a
judgment not subject to appeal or final review that such indemnified party was
not entitled to indemnification by the Company.
(b) A selling Holder agrees to indemnify and hold harmless the Company,
any underwriter and each of their respective directors, officers (including each
officer of the Company who signed the Registration Statement), employees and
agents, any underwriter or any other selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all loss, liability, claim, damage and expense whatsoever
described in the indemnity contained in Section 6(a) hereof, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in a Registration Statement or any Prospectus in
reliance upon and in conformity with written information furnished to the
Company by such selling Holder with respect to such Holder expressly for use in
such Registration Statement, or any such Prospectus.
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, enclosing a copy of all papers properly
served on such indemnified party, but failure to so notify an indemnifying party
shall not relieve such indemnifying party from any liability which it may have
under this Section 6, except to the extent that it is materially prejudiced by
such failure. An indemnifying party may participate at its own expense in the
defense of such action, or, if it so elects within a reasonable time after
receipt of such notice, assume the defense of any suit brought to enforce any
such claim; but if it so elects to assume the defense, such defense shall be
conducted by counsel chosen by it and approved by the indemnified party or
parties, which approval shall not be unreasonably withheld. In the event that an
indemnifying party elects to assume the defense of any such suit and retain such
counsel, the indemnified party or parties shall bear the fees and expenses of
any additional counsel thereafter retained by such indemnified party or parties;
PROVIDED, HOWEVER, that the indemnified party or parties shall have the right to
employ counsel (in addition to local counsel) to represent the indemnified party
or parties who may be subject to liability arising out of any action in respect
of which indemnity may be sought against the indemnifying party if, in the
reasonable judgment of counsel for the indemnified party or parties, there may
be legal defenses available to such indemnified party or parties which are
different from or in addition to those available to the indemnifying party, in
which event the fees and expenses of appropriate separate counsel shall be borne
by the indemnifying party. In no event shall the indemnifying parties be liable
for the fees and expenses of more than one counsel (in addition to local
counsel), separate from its own counsel, for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 (whether or not the indemnified parties are actual or
8
10
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release in form and substance satisfactory to the
indemnified parties of each indemnified party from ail liability arising out of
such litigation, investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.
(d) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 6 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Company and the Holder
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the
Company and the Holder, as incurred; provided, that no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person that was not
guilty of such fraudulent misrepresentation. As between the Company and the
Holder, such parties shall contribute to such aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement in such proportion as shall be appropriate to reflect the relative
fault of the Company, on the one hand, and the Holder, on the other hand, with
respect to the statements or omissions which resulted in such loss, liability,
claim, damage or expense, or action in respect thereof, as well as any other
relevant equitable considerations. The relative fault of the Company, on the one
hand, and of the Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or by or on behalf of the
Holder, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Holder agree that it would not be just and equitable if
contribution pursuant to this Section 6 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the relevant equitable considerations. For purposes of this Section 6, each
affiliate of the Holder, and each director, officer, employee, agent and Person,
if any, who controls a Holder or such affiliate within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Holder, and each director of the Company, each
officer of the Company who signed the Registration Statement, and each Person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Company.
(e) The obligations of the Company and the Holders under this Section 6
shall survive the completion of an offering of Registrable Securities pursuant
to a Registration Statement. Notwithstanding the foregoing, to the extent that
the indemnification and contribution provisions contained in the underwriting
agreement executed in connection with such Registration Statement conflict with
the foregoing provisions, the provisions in such underwriting agreement shall
control.
7. INFORMATION BY HOLDER.
The Holder or Holders of Registrable Securities included in any
registration shall furnish to the Company such written information regarding
such Holder or Holders and the distribution proposed by such Holder or Holders
as the Company may reasonably request in writing and as shall be required in
connection with any registration, qualification, or compliance referred to in
this paragraph.
9
11
8. SUSPENSION RIGHTS.
The Company shall have the right, which right may be exercised by the
Company only twice during any 12-month period, to extend, suspend or delay the
effectiveness of any Registration Statement for a period of up to 90 days if,
upon advice of counsel to the Company, effectiveness of such Registration
Statement would interfere with any then currently active acquisition, financing
or similar transaction of the Company by requiring the premature disclosure of
any material corporate development or otherwise.
9. POSTPONEMENT RIGHTS.
The Company shall have the right to postpone the filing of any
Registration Statement if, upon advice of counsel to the Company, the filing of
such Registration Statement would interfere with any then current active
acquisition, financing or similar transaction of the Company or require the
premature disclosure of any material on-public information or because the
Company's Board of Directors determines in good faith that in the case of an
initial public offering the current market conditions are not conducive to a
successful offering or in the case of the Company already being public it would
be seriously detrimental to the company and its Shareholders for such
Registration Statement to be filed. In the event the filing does not occur, it
shall not count towards the two demand registrations granted pursuant to this
Agreement.
10. LOCK-UP ARRANGEMENTS.
Upon the consummation of the event set forth in subclause 1(a)(i), the
Holders (and any subsequent holder) agree that upon the reasonable request of
the managing underwriter selected for the IPO the Holders will allow for
restrictions on sales of their shares pursuant to the Registration Statement for
the period selected by the managing underwriter, including without limitation,
at a minimum, not to sell, make any short sale of, pledge, grant any option for
the purchase of or otherwise dispose of or reduce his or her risk of ownership
with respect to any Registrable Securities (other than those included in the
registration) or other securities of the Company without the prior written
consent of the Company or the managing underwriter, as the case may be, for up
to 180 days following the consummation of the event set forth in subclause
1(a)(i). Additionally, each Holder agrees to execute and deliver a lock-up
letter (setting forth the above restrictions in greater detail) if requested by
the managing underwriter or the Company in connection with any offering of
Registrable Securities; however the lock-up period in connection with any
offering after an IPO will not exceed 90 days without the Holder's consent.
11. TERMINATION OF REGISTRATION.
Notwithstanding any other provision in this Agreement, at any time
before or after the filing of a registration statement, the Company may, in its
sole discretion, abandon or terminate such registration without the consent of
the Holders with no liability to the Holders or any third party arising
therefrom.
10
12
12. NO INCONSISTENT AGREEMENTS.
The Company has not entered into nor will the Company on or after the
date of this Agreement enter into any agreement which is inconsistent with the
rights granted to the Shareholders with respect to their Common Stock in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Shareholders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.
13. TERMINATION OF OBLIGATIONS.
The right of any Holder to request registration or inclusion in any
registration pursuant to Section 2 hereof shall terminate on the date that all
shares of Registrable Securities held or entitled to be held on conversion by
such Holder may immediately be sold without restriction (including volume
limitations) under Rule 144 during any 90-day period.
14. ASSIGNABILITY.
This Agreement shall be binding upon and inure to the benefit of the
respective heirs, successors and assigns of the parties hereto.
15. CHANGES IN CAPITAL STOCK.
If, and as often as, there is any change in the Common Stock by way of
a stock split, stock dividend, combination or reclassification, or through a
merger, consolidation, reorganization or recapitalization, or by any other
means, appropriate adjustment shall be made in the provisions hereof so that the
rights and privileges granted hereby shall continue with respect to the
Registrable Securities as so changed.
16. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of Florida, without regard to the conflict of laws provisions thereof.
17. AMENDMENT.
Any modification, amendment or waiver of this Agreement or any
provision hereof shall be in writing and executed by Holders of not less than
66-2/3 percent of the Registrable Securities; PROVIDED, HOWEVER, that no such
modification, amendment or waiver shall reduce the aforesaid percentage of
Registrable Securities without the consent of the record or beneficial holders
of no less than 90 percent of the Registrable Securities.
18. SEVERABILITY.
In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
11
13
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.
19. SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the benefit of and be binding upon the
successors, assigns and transferees of the Holders, including, without
limitation and without the need for an express assignment, subsequent Holders.
If any transferee of the Shareholders shall acquire Registrable Securities, in
any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof.
20. ENTIRE AGREEMENT.
This Agreement and the other writings referred to herein contain the
entire understandings among the parties with respect to its subject matter. This
Agreement supersedes all prior agreements and understandings among the parties
with respect to its subject matter.
21. HEADINGS.
The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.
22. 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.
[SIGNATURES ON FOLLOWING PAGE]
12
14
IN WITNESS WHEREOF, the undersigned Holder and the Company have
executed this Agreement on the day and year first above written.
COMPANY: CORPAS INVESTMENTS, INC.
By:
----------------------
Name:
Title:
--------------------------
Address for Notices:
SHAREHOLDER By: Name:
--------------------------
--------------------------
--------------------------
Title (if applicable):
--------------------------
Address for Notices:
--------------------------
--------------------------
--------------------------
13
15
SCHEDULE A
STOCKHOLDERS OF ICE
Interactive Medical
Communications, Inc.
Xxxx Love
Xxxxxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxxxx Xxxxx
Chalexis, Inc.
PACE Acquisitions, Inc.
E. Xxxx Xxxxxxxxx, Xx.
Xxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxxx Xxxxx
Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxx Xxxxxxx
R&S Fields Limited Partnership
Xxxxx Xxxxxxxxxx
