EXHIBIT 10.11
156
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made this 27th day
of February, 1997, by and between INFORMATION ANALYSIS INCORPORATED, a Virginia
Corporation (the "Company"), for the benefit of the investors (collectively,
the "Investors", individually, an "Investor") who or which purchase shares in
a private placement of the Company in which the Company is offering up to
285,714 shares of its Common Stock at $17.50 per share.
RECITALS:
A. The Investors desire to purchase from the Company, and the Company desires
to sell to the Investors up to 285,714 shares (the "Shares") of the Company's
Common Stock, par value $.01 per share ("Common Stock").
B. As an inducement for the Investors to purchase the Shares from the Company,
the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (collectively, the "Act"), with respect to the Restricted Stock (as
that term is defined herein) on the terms and conditions set forth herein.
The parties hereto hereby covenant and agree as follows:
1. Certain Definitions. As used herein, the following terms shall have
the following respective meanings:
"Act" shall mean the Securities Act of 1933 or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.
"Commission" shall mean the Securities and Exchange
Commission, or any other federal agency at the time administering the Act.
"Common Stock" shall mean the Company's Common Stock, par
value of $.01 per share.
"Company" shall mean Information Analysis Incorporated, a
Virginia corporation.
"Registration Expenses" shall mean the expenses described in
Section 8 hereof.
"Restricted Stock" shall mean the Shares and any capital
stock of the Company issued as (or issuable upon the conversion or exercise of
any warrant, right or other security which is issued as) a dividend or in
connection with a stock split or other distribution with respect to, or in
exchange for or in replacement of, the Shares.
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2. Restrictive Legend. Each certificate representing the Restricted
Stock, and, except as otherwise provided in Section 3 hereof, each certificate
issued upon exchange or transfer of any Restricted Stock, shall be stamped or
otherwise imprinted with a legend substantially in the following form, in
addition to any other legend required to be imprinted thereon:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN
REGISTERED UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE."
3. Notice of Proposed Transfer. Prior to any proposed transfer of any
Restricted Stock (other than under the circumstances described in Section 4 or 5
hereof or to any entity affiliated through common ownership with the holder
thereof), the holder shall give written notice to the Company of its intention
to effect such transfer. Each such notice shall describe the manner of the
proposed transfer and, if requested by the Company, shall be accompanied by an
opinion of counsel reasonably satisfactory to the Company to the effect that
the proposed transfer of the Restricted Stock may be effected without
registration under the Act, whereupon the holder of such would be entitled to
transfer such securities without registration under the Act.
4. Required Registration.
(a) Commencing on January 1, 1998, the holders of Restricted
Stock constituting at least a sixty six and two-thirds percent (66.67%) of the
shares of Restricted Stock may request the Company to register under the Act on
Form S-1 or Forms SB-1 or SB-2 (or any forms similar to or replacing such forms)
or if available Form S-2 or Form S-3 (or any forms replacing such forms), all or
any portion of the Restricted Stock held by such requesting holder or holders
for sale in the manner specified in such notice, provided, however, that except
as provided in subparagraphs (b) and (c) below, the Company shall only be
obligated to file one demand registration statement for which all Registration
Expenses incurred in connection with such registration shall be borne by the
Company.
(b) Promptly following receipt of any notice under this
Section 4, the Company shall immediately notify any holders of Restricted
Stock from whom notice has not been received and shall use its best efforts to
register under the Act, for public sale in accordance with the method of
disposition specified in such notice from requesting holders, the number
of shares of Restricted Stock specified in such notice (and in any notices
received from other holders within 20 days after their receipt of such notice
from the Company). If such method of disposition shall be an underwritten public
offering, the Company may designate the managing underwriter of such
offering, subject to the approval of the selling holders of Restricted Stock
who hold a majority of such shares, which approval shall not be unreasonably
withheld. The Company shall be obligated to register Restricted Stock
pursuant to this Section 4 on one occasion only, except that with respect to
any particular exercise of the registration rights granted by this Section
4, the obligation of the Company shall be deemed satisfied only when a
registration statement covering all shares of Restricted Stock specified in
notices received as aforesaid, including any shares of Restricted
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Stock which may be excluded from registration under subparagraph (c) below, for
sale in accordance with the method of disposition specified by the requesting
holders, shall have become effective and, if such method of disposition
is a firm commitment underwritten public offering, all such shares shall have
been sold pursuant thereto.
(c) The Company shall be entitled to include in any
registration statement under this Section 4 for sale in accordance with the
method of disposition specified by the requesting holders, shares of Common
Stock to be sold by the Company for its own account and shares of Common Stock
to be sold by other holders thereof for their respective accounts. If the
registration under this Section 4 is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the number of
shares of Common Stock, including the Restricted Stock and, if permitted
hereunder, other securities, exceeds the number of shares which can be sold in
an orderly manner in such offering within a price range acceptable to the
holders of a majority of the shares of Restricted Stock subject to such request
for registration, the Company will include in such registration only those
securities which are not Restricted Stock which in the opinion of such
underwriters can be sold without adversely affecting the marketability of the
Restricted Stock in the offering, pro rata among the respective holders of such
securities which are not Restricted Stock. Except as provided in this paragraph
(c), the Company will not effect any other registration of its Common Stock,
whether for its own account or that of other holders, from the date of receipt
of a notice from requesting holders pursuant to this Section 4 until the
completion of the period of distribution of the registration contemplated
thereby.
Notwithstanding the foregoing, the Company shall not be obligated to
effect any such registration if, within fourteen (14) days after receipt of a
request for such registration, the Company shall furnish the holders requesting
such registration with a written opinion of legal counsel reasonably
satisfactory to each of them and reasonably satisfactory in form and substance
to counsel for each of the holders requesting such registration, that all of the
shares of Common Stock requested by such holders to be registered under this
Section 4 may be sold within three months after such request in a transaction in
compliance with Rule 144 promulgated under the Act (or any successor exemptive
rule hereinafter in effect). In rendering such opinion, such counsel shall be
entitled to rely on published figures for the average weekly volume of trading
in shares of the Common Stock during the three months immediately preceding the
date of such opinion as reported (i) on any national securities exchange on
which such shares are listed or (ii) through the automated quotation system of a
registered securities association, as the case may be.
5. Incidental Registration. If, at any time during a three (3)
year period commencing from the date hereof, the Company proposes to
register any of its Common Stock under the Act for sale to the public
(except with respect to registration statements on Forms X-0, X-0, any forms
replacing such forms, or any other form not available for registering the
Restricted Stock for sale to the public), each such time it will give at
least thirty (30) days written notice prior to the filing of any
registration statement to all holders of outstanding Restricted Stock of its
intention so to do. Upon the written request of any such holder, given within
15 days after receipt of any such notice, to register any of that holder's
Restricted Stock (which request shall state the
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intended method of disposition thereof), the Company will use its best efforts,
at no cost or expense to such holder, other than payment of underwriting
discounts or commissions, to cause the shares of Restricted Stock as to which
registration shall have been so requested to be included in the securities to be
covered by the registration statement proposed to be filed by the Company, all
to the extent requisite to permit the sale or other disposition by the holder
(in accordance with its written request) of such Restricted Stock so registered.
No request shall be made under this Section 5 in connection with any
registration of Common Stock in connection with a merger, business combination
or asset or business acquisition transaction unless such transaction is
accompanied by an offering through which the Company is seeking to obtain cash
proceeds through the sale of Common Stock or other securities convertible or
exercisable for Common Stock. In the event that any registration pursuant to
this Section 5 shall be, in whole or in part, an underwritten public offering of
Common Stock, any request by a holder pursuant to this Section 5 to register
shares of Restricted Stock shall specify that either (i) such Restricted Stock
is to be included in an underwriting on the same terms and conditions as the
shares of Common Stock otherwise being sold through underwriters under such
registration, or (ii) such Restricted Stock is to be sold in the open market
without any underwriting, on terms and conditions comparable to those normally
applicable to offerings of common stock in reasonably similar circumstances. If,
in connection with any registration under this Section 5, the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in an orderly manner in such offering within a price range
acceptable to the Company, the Company will include in such registration (i)
first, the securities the Company proposes to sell, (ii) second, the Restricted
Stock requested to be included in such registration, pro rata among the holders
of such Restricted Stock on the basis of the number of shares requested to be
registered by each such holder, and (iii) third, other securities requested to
be included in such registration. Notwithstanding anything to the contrary
contained in this Section 5, in the event that there is a firm commitment
underwritten offering of securities of the Company pursuant to a registration
covering Restricted Stock and a selling holder of shares of Restricted Stock
does not sell that holder's Restricted Stock to the underwriters of the
Company's securities in connection with such offering, such holder shall refrain
from selling any Restricted Stock whether or not registered pursuant to this
Section 5 during the period of distribution of the Company's securities by such
underwriters and the period in which the underwriting syndicate participates in
the after market; provided, however, that such holder shall, in any event, be
entitled to sell its Restricted Stock in connection with such registration or
otherwise commencing on the 180th day after the effective date of such
registration statement.
6. Grant of Subsequent Registration Rights. The Company hereby
covenants and agrees not to grant registration rights, of equal or greater
priority than the rights granted herein, to any other party without the express
written consent of the holders of a majority in interest of the Restricted
Stock.
7. Registration Procedures and Expenses.
(a) If and whenever the Company is required by the provisions
of Sections 4 or 5 hereof to effect or to use its best efforts to effect the
registration of any of the
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Restricted Stock under the Act, the Company will, as expeditiously as
possible:
(i) prepare and file with the Commission a registration
statement (which, in the case of an underwritten public offering pursuant to
Section 4 hereof, shall be on Form S-1 or another form of general applicability
satisfactory to the managing underwriter selected as therein provided) with
respect to such securities and use its best efforts to cause such registration
statement to become and remain effective for the period of the distribution
contemplated thereby (determined as hereinafter provided);
(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period of the distribution contemplated thereby and to comply with the
provisions of the Act with respect to the disposition of all Restricted Stock
covered by such registration statement in accordance with the sellers' intended
method of disposition set forth in such registration statement for such period;
(iii) furnish to each seller and to each underwriter such
number of copies of the registration statement and the prospectus included
therein (including each preliminary prospectus) as such persons may reasonably
request in order to facilitate the public sale or other disposition of the
Restricted Stock covered by such registration statement;
(iv) use its best efforts to register or qualify the
Restricted Stock covered by such registration statement under the securities or
blue sky laws of such jurisdictions as the sellers of Restricted Stock or, in
the case of an underwritten public offering, the managing underwriter shall
reasonably request, provided that the Company shall not be obligated to qualify
to do business in any jurisdiction where it is not then qualified or to take any
action that would subject it to service of process in suits other than those
arising out of the offer or sale of securities covered by the registration
statement in a jurisdiction in which it is not then so subject;
(v) immediately notify each seller under such registration
statement and each underwriter, at any time when a prospectus relating thereto
is required to be delivered under the Act, of the happening of any event as a
result of which the prospectus contained in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; and
(vi) use its best efforts (if the offering is underwritten)
to furnish, at the request of any seller, on the date that Restricted Stock
is delivered to the underwriters for sale pursuant to such registration or, if
the Restricted Stock is not being sold through underwriters, or the date the
registration statement becomes effective; (A) an opinion dated such date of
counsel representing the Company for the purposes of such registration,
addressed to the underwriters and to such seller, stating that such
registration statement has become effective under the Act and that (1) 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
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or contemplated under the Act, (2) 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 Act and the
applicable rules and regulations of the Commission thereunder (except
that such counsel need express no opinion as to financial statements contained
therein) and (3) to such other effects as may reasonably be requested by
counsel for the underwriters, and (B) a letter dated such date from the
independent public accountants retained by the Company, addressed to the
underwriters and to such seller, stating that they are independent
public accountants within the meaning of the 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 Act, and such letter shall additionally cover
such other financial matters with respect to the registration in respect of
which such letter is being given as such underwriters may reasonably request.
For purposes of paragraphs (i) and (ii) above, the period of
distribution of Restricted Stock in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it and shall not be less than 120
days after the effective date of the registration of such securities, and the
period of distribution of Restricted Stock in any other registration shall be
deemed to extend until the earlier of the sale of all Restricted Stock covered
thereby or 360 days after the effective date thereof.
In connection with each registration hereunder, the selling holder or
holders of Restricted Stock will promptly furnish to the Company in writing such
information with respect to themselves and the proposed distribution by them as
shall be reasonably necessary in order to assure compliance with federal and
applicable state securities laws or to facilitate preparation of the
registration statement.
(b) Each holder of Restricted Stock agrees that if it
disposes of its shares in connection with the registration of Restricted Stock
pursuant to this Agreement, it will do so in accordance with the terms and
conditions of such registration statement and will comply with all applicable
provisions of the Act and the Securities Exchange Act of 1934, as amended (the
"1934 Act").
No holder shall have any right to take any action to restrain, enjoin,
or otherwise delay any registration as a result of any controversy with respect
to the interpretation or implementation of this Section 7.
(c) In connection with each registration pursuant to Section 4
and 5 hereof covering an underwritten public offering, the Company agrees to
enter into and perform its obligations under a written agreement with the
managing underwriter selected in the manner herein provided in such form and
containing such provisions as are customary in the securities business for such
an arrangement between major underwriters and companies of the Company's size
and investment stature, provided that such agreement shall not contain any
provision applicable to the Company which is inconsistent with the provisions
hereof.
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(d) At such time as the Company registers shares of Common
Stock under the Act, it shall also undertake such action which is required
to become a reporting company under Section 15(d) of the 1934 Act (if it is not
otherwise required to become a reporting company under Section 12 of such act)
and shall thereafter timely file such periodic and other reports required
thereunder.
8. Expenses. All expenses incurred by the Company in complying with
Section 4 and 5 hereof, including, without limitation, all registration and
filing fees, costs of registering or qualifying Restricted Stock under the
applicable blue sky laws under Section 7 (a)(vi) printing expenses, fees and
disbursements of counsel for the Company and independent public accountants for
the Company, fees of the National Association of Securities Dealers, Inc.,
transfer taxes, fees of transfer agents and registrars, costs of insurance and
reasonable fees and expenses of counsel for the sellers of Restricted Stock,
but excluding any Selling Expenses, are herein called "Registration Expenses".
All underwriting discounts and selling commissions applicable to the sale of
Restricted Stock are herein called "Selling Expenses".
9. Effectiveness. The Company will use its best efforts to maintain
the effectiveness for up to 270 days of any registration statement pursuant to
which any of the shares of Restricted Stock are being offered, and from time to
time will amend or supplement such registration statement and the prospectus
contained therein as and to the extent necessary to comply with the Act and any
applicable state securities statute or regulation.
10. Indemnification. In the event of a registration of any of the
Restricted Stock under the Act pursuant to Section 4 or 5 hereof, the
Company will indemnify and hold harmless each seller of such Restricted Stock
thereunder, the officers and directors of each seller and each underwriter of
Restricted Stock thereunder and each other person, if any, who controls such
seller or underwriter within the meaning of the Act, against any losses,
claims, damages or liabilities, joint or several, to which they may become
subject under the 1934 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
Restricted Stock was registered under the Act pursuant to Section 4 or 5,
any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof; (ii) 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 or (iii) any violation or alleged
violation by the Company of the Act, the 1934 Act, any federal or state
securities law, or any rule or regulation promulgated under the Act, the 1934
Act or any other federal or state securities law in connection with the
offering covered by such registration statement, and the Company will
reimburse each such seller, and officer, directors, and each such underwriter
and each such controlling person for any legal or other expenses as they are
reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case if and to the extent that any such
loss, claim, damage, liability or action arises out of or is based upon an
untrue statement or omission so made in reliance upon written
information furnished by such seller, officer, director such underwriter or
such controlling person.
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In the event of a registration of any of the Restricted Stock under the
Act pursuant to Section 4 or 5 hereof, each seller of such Restricted Stock
thereunder, severally and not jointly, will indemnify and hold harmless the
Company and each person, if any, who controls the Company within the meaning of
the Act, each officer of the company who signs the registration statement, each
director of the Company, each underwriter (including any broker or dealer
through whom Restricted Stock may be sold) and each person who controls any
underwriter within the meaning of the Act, against all losses, claims, damages
or liabilities, joint or several, to which they may become subject under the
Act, the 1934 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 the registration statement under which such Restricted Stock was registered
under the Act pursuant to Section 4 or 5 any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereof, (ii) 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, or
(iii) any violation by the Company of the Act, the 1934 Act, any federal or
state securities law or any rule or regulation promulgated under the Act, 1934
Act or any federal or state securities law in connection with the offering
covered by such registration statement, 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, liability or action; provided, however,
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 omission or made in reliance upon and in conformity
with written information furnished by such seller under an instrument or
document duly executed by such seller and stated to be specifically for use in
connection with such registration and provided further that in no event shall
any amount payable in indemnity by a seller under this section exceed the net
proceeds received by such seller in the offering out of which any such loss,
claim, damage liability or action occurs.
Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, 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 any indemnified party other than under this
Section 10. 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 10 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, however, that if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified
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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.
11. Damages.
(a) The Company recognizes and agrees that you will not
have an adequate remedy if the Company fails to comply with the provisions
of this Registration Rights Agreement regarding registration and that damages
will not be readily ascertainable, and the Company expressly agrees that, in the
event of such failure, the Company shall not oppose an application by you, or
any other person entitled to the benefits of these provisions requiring
specific performance of any provisions hereof or enjoining the Company from
continuing to commit any such breach of such provisions.
(b) You recognize and agree that the Company will not have an
adequate remedy if you fail to comply with the provisions of this
Registration Rights Agreement regarding registration and that damages
will not be readily ascertainable, and you expressly agree that, in the
event of such failure, you shall not oppose an application by the Company, or
any other person entitled to the benefits of these provisions requiring
specific performance of any provisions hereof or enjoining you from
continuing to commit any such breach of such provisions.
12. Changes in Common Stock. If, and as often as, there are any
changes in the Common Stock by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof, as may be required, so
that the rights and privileges granted hereby shall continue with respect to the
Common Stock as so changed.
13. Representations and Warranties of the Company. The Company
represents and warrants to you that the execution, delivery and
performance of this Registration Rights Agreement by the Company have been
duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
Certificate of Incorporation or By-laws of the Company, or any provision of any
indenture, agreement or other instrument to which it or any of its properties
or assets is bound, or conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any such indenture,
agreement or other instrument, or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
14. Miscellaneous.
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(a) All covenants and agreements contained in this Registration
Rights Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of you and the
Company whether so expressed or not. Without limiting the generality of the
foregoing, the rights and obligations conferred herein on you by virtue
of your holding of the Restricted Stock shall inure to the benefit of any and
all subsequent holders from time to time of shares of the Restricted Stock
holding not less than twenty percent (20%) of the shares of Restricted Stock
initially issued to you.
(b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by first class registered
mail, postage prepaid, addressed as follows:
If to the Company, then: Information Analysis Incorporated, at its
principal office at 00000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000,
Attention: Xxxxxxx X. XxXxxx, with a copy to: Xxxx X. Xxxxxxx, Esq., Michaels,
Xxxxxxx & Xxxxxx, P.C., 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, X.X.
00000.
If to the Investors, then at the address shown on the records of the
Company.
If to any subsequent holder of Restricted Stock, then to such
address as may have been furnished to the Company in writing by such holder;
Or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of Restricted Stock) or to
the holders of Restricted Stock in the case of the Company.
(c) This Registration Rights Agreement shall be governed by
and construed, interpreted, and enforced in accordance with the laws of the
Commonwealth of Virginia.
(d) This Registration Rights Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and may not
be modified or amended except in writing signed by the Company and the holders
of the modification of the shares of the Restricted Stock. Notwithstanding the
foregoing, any modification or amendment to this Section 14(d) and any
modification or amendment to other provisions in this Registration Rights
Agreement which increases the obligations of any holder or holders of the
Restricted Stock hereunder or which does not apply equally to all parties to
this Agreement shall require the consent of the Company and all of the holders
of the Restricted Stock.
(e) This Registration Rights Agreement may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first written above.
INFORMATION ANALYSIS INCORPORATED
By: /s/ Xxxxxxx X. XxXxxx
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Title: Executive Vice President
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