REGISTRATION RIGHTS AGREEMENT
Exhibit
10.42
REGISTRATION
RIGHTS AGREEMENT, dated as of August 17, 2006 (the “Agreement”)
by and
between Solomon Technologies, Inc., a Delaware corporation (the “Company”),
and
on the one hand, and each of the other parties whose signature appears on the
signature pages hereto (each a “Holder”,
and
collectively, the “Holders”)
on the
other.
WITNESSETH
WHEREAS,
in connection with the Securities Purchase Agreement by and between the parties
hereto of even date herewith (the “Purchase
Agreement”),
the
Company has agreed, upon the terms and conditions set forth therein, to issue
shares of its common stock, par value $.001 per share (the “Common
Stock”),
to
the Holders.
NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Certain
Definitions.
As
used
in this Agreement, the following terms shall have the meanings ascribed to
them
below:
“Commission”:
the
Securities and Exchange Commission or any successor agency.
“Common
Stock”:
Common
Stock, par value $.001 per share, of the Company.
“Person”:
any
natural person, corporation, partnership, limited liability company, firm,
association, trust, government, governmental agency or other entity, whether
acting in an individual, fiduciary, or other capacity.
“Holder”
or
“Holders”:
the
Holder identified in the Preamble hereto and any other Person who shall
hereafter acquire Registrable Securities from a Holder and to whom the Holder
assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 3.3(a).
“Registrable
Securities”:
shares
of Common Stock (i) acquired pursuant to the Purchase Agreement, (ii) issued
or
issuable upon conversion of shares of Series C Preferred Stock, par value $0.001
per share, of the Company acquired pursuant to the Purchase Agreement, or (iii)
issued or issuable in respect of any such shares of Common Stock as a dividend,
as a result of any stock split or combination, or in connection with a
recapitalization, merger, consolidation or other reorganization; provided,
that
any shares of Common Stock constituting Registrable Securities shall cease
to be
such at such time as (A) they are distributed to the public pursuant to a
registration statement under the Securities Act or Rule 144 thereunder, (B)
they
become subject to resale pursuant to Rule 144(k) under the Securities Act (or
any successor provision) (“Rule
144”),
or
(C) the Holder thereof may sell all such shares held by such Holder in a single
90-day period under Rule 144 because such shares constitute not more than 1.0%
of the outstanding shares of Common Stock.
For
all
purposes of this Agreement, a “majority
in interest”
of
the
Holders or a group thereof shall be determined on the basis of the Registrable
Securities held by them.
“Registration
Statement”
means
the registration statement or registration statements filed under the Securities
Act covering the Registrable Securities.
“Securities
Act”:
the
Securities Act of 1933, as amended.
2. Registration
Rights.
2.1 Mandatory
Registration.
(a) The
Company shall prepare, and, as soon as practicable but in no event later than
November 1, 2006, file with the Commission a Registration Statement covering
the
resale of all of the Registrable Securities. The Registration Statement prepared
pursuant hereto shall register for resale all of the Registrable Securities.
The
Company shall use its commercially reasonable efforts to have the Registration
Statement declared effective by the SEC as soon as practicable
thereafter.
(b) The
registration pursuant to this Section 2.1 shall be on Form SB-2 (or any
equivalent successor form), if permitted.
2.2 Registration
Procedures.
When
the Company, pursuant to the provisions of this Agreement, uses its reasonable
best efforts to effect or cause the registration of any Registrable Securities
under the Securities Act as provided in this Agreement, the Company shall,
as
expeditiously as possible:
(a) prepare
and file with the Commission a Registration Statement on Form SB-2, to the
extent permitted, or other available form for the disposition of Registrable
Securities in accordance with the intended method of disposition thereof
(provided such intended method of distribution shall not include an underwritten
public offering), which form shall be available for the sale of the Registrable
Securities by the selling Holders thereof and such Registration Statement shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the Commission
to be filed therewith, and the Company shall use its reasonable best efforts
to
cause such Registration Statement to become and remain effective (provided,
however, that before filing a Registration Statement or prospectus or any
amendments or supplements thereto, or comparable statements under securities
or
blue sky laws of any jurisdiction, the Company will furnish to one counsel
designated by Holders of a majority of the Registrable Securities (the
“Designated
Counsel”)
participating in the planned offering, copies of all such documents proposed
to
be filed (including all exhibits thereto but excluding Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any
similar or successor reports), which documents will be subject to the reasonable
review and reasonable comment of such counsel;
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(b) 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 until the date that
is
180 days after the earlier of (i) the release from escrow of all shares of
Common Stock held in escrow pursuant to the terms of the Escrow Agreement (as
defined in the Purchase Agreement) or (ii) the termination or expiration of
the
Escrow Agreement and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all Registrable Securities covered
by such Registration Statement in accordance with the intended methods of
disposition (provided such intended methods of distribution shall not include
an
underwritten public offering) by the seller or sellers thereof as set forth
in
such Registration Statement;
(c) furnish,
without charge and upon request, to each seller of such Registrable Securities
covered by such Registration Statement such number of copies of the prospectus
included in such Registration Statement (including each preliminary prospectus)
in conformity with the requirements of the Securities Act, and other documents,
as such seller may reasonably request in order to facilitate the public sale
or
other disposition of the Registrable Securities owned by such seller (the
Company hereby consenting to the use in accordance with all applicable law
of
each such Registration Statement (or amendment or post-effective amendment
thereto) and each such prospectus (or preliminary prospectus or supplement
thereto) by each such seller of Registrable Securities in connection with the
offering and sale of the Registrable Securities covered by such Registration
Statement or prospectus;
(d) use
its
reasonable best efforts to register or qualify the Registrable Securities
covered by such Registration Statement under such other applicable securities
or
“blue sky” laws of such jurisdictions as any sellers of Registrable Securities
shall reasonably request, provided that in no event shall the Company be
required to qualify to do business as a foreign corporation in any jurisdiction
where it would not, but for the requirements of this paragraph (d), be required
to be so qualified, to subject itself to taxation in any such jurisdiction
or to
consent to general service of process in any such jurisdiction;
(e) promptly
notify each Holder selling Registrable Securities covered by such Registration
Statement: (i) when the Registration Statement, any pre-effective amendment,
the
prospectus or any prospectus supplement related thereto or post-effective
amendment to the Registration Statement has been filed and, with respect to
the
Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the Commission or state securities authority
for amendments or supplements to the Registration Statement or the prospectus
related thereto or for additional information; (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of
the
qualification of any Registrable Securities for sale under the securities or
blue sky laws of any jurisdiction or the initiation of any proceeding for such
purpose; and (v) subject to Section 2.2(i) hereof, of the existence of any
fact
of which the Company becomes aware which results in the Registration Statement,
the prospectus related thereto or any document incorporated therein by reference
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make any statement
therein not misleading (provided that in no event shall the Company be required
to include in such notification any material, non-public information); and,
subject to Section 2.2(i), if the notification relates to an event described
in
clause (v), the Company shall promptly prepare and furnish to each such seller
a
reasonable number of copies of a prospectus supplemented or amended so that,
as
thereafter delivered to the Holders 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 in the light of the circumstances under which they were
made
not misleading;
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(f) comply
with all applicable rules and regulations of the Commission, and make generally
available to its security holders, as soon as reasonably practicable after
the
effective date of the Registration Statement (and in any event within 16 months
thereafter), an earnings statement (which need not be audited) covering the
period of at least 12 consecutive months beginning with the first day of the
Company’s first calendar quarter after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;
(g) use
its
reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of the registration statement;
(h) take
all
such other commercially reasonable actions as the Company deems necessary or
advisable in order to expedite or facilitate the disposition of such Registrable
Securities in accordance with this Agreement;
(i) notwithstanding
anything to the contrary herein, at any time after the Registration Statement
has been declared effective by the Commission, the Company may delay the
disclosure of material non-public information concerning the Company the
disclosure of which at the time is not, in the good faith opinion of the Board
of Directors of the Company and its counsel, in the best interest of the Company
and, based upon the advice of counsel to the Company, otherwise required (a
“Grace
Period”);
provided, that the Company shall promptly (i) notify the Holders in writing
of
the existence of material non-public information giving rise to a Grace Period
(provided that in each notice the Company will not disclose the content of
such
material non-public information to the Holders) and the date on which the Grace
Period will begin, and (ii) notify the Holders in writing of the date on which
the Grace Period ends; and, provided further, that during any three hundred
sixty five (365) day period such Grace Periods shall not exceed an aggregate
of
ninety (90) days (each, an “Allowable
Grace Period”).
For
purposes of determining the length of a Grace Period above, the Grace Period
shall begin on and include the date the Holders receive the notice referred
to
in clause (i) and shall end on and include the later of the date the Holders
receive the notice referred to in clause (ii), the last day on which such Grace
Period will be on Allowable Grace Period and (iii) the date referred to in
such
notice. The provisions of the last clause of Section 2.2 (e) hereof shall not
be
applicable during the period of any Allowable Grace Period. Upon expiration
of
the Grace Period, the Company shall again be bound by the last clause of Section
2.2 (e) with respect to the information giving rise thereto unless such material
non-public information is no longer applicable; and
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(j) make
available for inspection by the Holders selling Registrable Securities, and
any
attorney, accountant or other agent retained by any of such Holders, including
the Designated Counsel (collectively, the “Inspectors”), all pertinent financial
and other records, pertinent corporate documents and properties and other
pertinent information of the Company (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to
supply all pertinent information reasonably requested by any such Inspector
in
connection with such registration statement; provided that the Company’s
obligations under this paragraph are conditioned upon the execution by such
Inspectors of a confidentiality agreement in form reasonably satisfactory to
the
Company.
It
shall
be a condition precedent to the Company’s obligations under this Section 2 that
each seller of Registrable Securities as to which any registration is being
effected furnish the Company such information regarding such seller, the
Registrable Securities held by it and the intended method of distribution of
such securities as the Company may from time to time reasonably request provided
that such information shall be used only in connection with such registration;
provided,
however,
that
any such information shall be given or made by a seller of Registrable
Securities without representation or warranty of any kind whatsoever, except
representations with respect to the identity of the seller, such seller’s
Registrable Securities and such seller’s intended method of distribution or any
other representations required by applicable law.
Each
Holder, by such Holder’s acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder unless
such Holder has notified the Company in writing of such Holder’s election to
exclude all of such Holder’s Registrable Securities from such Registration
Statement.
Each
Holder of Registrable Securities agrees that upon receipt of any notice from
the
Company of the happening of any event of the kind described in clause (v) of
paragraph (e) of this Section 2.2, such Holder will immediately discontinue
such
Holder’s disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of
the copies of the supplemented or amended prospectus contemplated by paragraph
(e) of this Section 2.2 and if so directed by the Company will deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies,
then in such Holder’s possession of the prospectus covering such Registrable
Securities that was in effect at the time of receipt of such
notice.
2.3 Registration
Expenses.
The
Company shall, whether or not any registration pursuant to this Agreement
becomes effective, pay all reasonable and customary expenses incident to the
Company’s performance of or compliance with this Article 2, including (i)
Commission, stock exchange or NASD registration and filing fees and all listing
fees and fees with respect to the inclusion of securities in NASDAQ, (ii) fees
and expenses of compliance with state securities or “blue sky” laws and in
connection with the preparation of a “blue sky” survey, including without
limitation, reasonable fees and expenses of blue sky counsel, (iii) printing
expenses, (iv) messenger and delivery expenses, (v) internal expenses
(including, without limitation, all salaries and expenses of the Company’s
officers and employees performing legal and accounting duties), (vi) fees and
disbursements of counsel for the Company and (vii) the reasonable and documented
fees and disbursements of the Designated Counsel, which amount shall not exceed
$5,000. Notwithstanding the foregoing, (A) the provisions of this Section 2.3
shall be deemed amended to the extent necessary to cause these expense
provisions to comply with “blue sky” laws of each state in which the offering is
made and (B) in connection with any registration hereunder, each Holder of
Registrable Securities being registered shall pay all underwriting discounts
and
commissions and transfer taxes, if any, attributable to such Registrable
Securities and their other out-of-pocket expenses.
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2.4 Indemnification
and Contribution.
(a) In
the
event of any registration of any of the Registrable Securities under the
Securities Act pursuant to this Agreement, to the extent permitted by law,
the
Company will indemnify and hold harmless the seller of such Registrable
Securities, and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act or the Exchange Act (each,
a “Seller
Indemnified Party”)
against any losses, claims, damages or liabilities, joint or several, to which
such Seller Indemnified Party may become subject under the Securities Act,
the
Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out
of or are based upon 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, any preliminary
prospectus or final prospectus contained in the Registration Statement, or
any
amendment or supplement to such Registration Statement, or arise out of or
are
based upon the omission or alleged omission to state a material fact required
to
be stated therein or necessary to make the statements therein not misleading;
and the Company will reimburse such Seller Indemnified Party for any legal
or
other expenses (in each case, to the extent such expenses are documented and
reasonable) incurred by such Seller Indemnified Party in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided,
however,
that
the foregoing indemnification and reimbursement (i) shall not apply to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any untrue statement or omission made in such Registration Statement,
preliminary prospectus, final prospectus or in any filing made in connection
with the securities or blue sky laws of any jurisdiction, or any such amendment
or supplement thereto, in each case, in reliance upon and in conformity with
information furnished to the Company, in writing, by or on behalf of such Seller
Indemnified Party in its capacity as a selling stockholder or controlling person
thereof specifically for use in the preparation thereof; (ii) with respect
to
any preliminary prospectus, shall not inure to the benefit of any such person
from whom the person asserting any such loss, claim, damage or liability
purchased the Registrable Securities that are the subject thereof (or to the
benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
in the prospectus, as then amended or supplemented, and the Seller Indemnified
Party was promptly advised in writing not to use the incorrect prospectus prior
to the use giving rise to a violation and such Seller Indemnified Party,
notwithstanding such advice, used it or failed to deliver the correct prospectus
as required by the Securities Act; (iii) shall not be available to the extent
such loss, claim, damage or liability is based on a failure of the Holder to
deliver or to cause to be delivered the prospectus made available by the
Company, including a corrected prospectus; and (iv) shall not apply to amounts
paid in settlement of any loss, claim, damage or liability if such settlement
is
effected without the prior written consent of the Company.
6
(b) In
the
event of any registration of any of the Registrable Securities under the
Securities Act pursuant to this Agreement, each seller of Registrable
Securities, severally and not jointly, will indemnify and hold harmless the
Company, each of its directors and officers and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act (each, a “Company
Indemnified Party”),
against any losses, claims, damages or liabilities, joint or several, to which
such Company Indemnified Party may become subject under the Securities Act,
Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement under which such
Registrable Securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or
arise out of or are based upon any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if the statement or omission was made in reliance upon
and in conformity with information relating to such seller furnished in writing
to the Company by or on behalf of such seller in its capacity as a selling
stockholder or controlling person thereof specifically for use in connection
with the preparation of such Registration Statement, preliminary prospectus,
final prospectus, or in any filing made in connection with the securities or
blue sky laws of any jurisdiction or any amendment or supplement thereto and
each seller of Registrable Securities shall reimburse the Company for any legal
or other expenses (in each case, to the extent such expenses are documented
and
reasonable) incurred by such Company Indemnified Party in connection with
investigating or defending any such loss, claim, damage, liability or
action.
(c) Each
party entitled to indemnification under this Section 2.4 (the “Indemnified
Party”)
shall
give notice to the party required to provide indemnification (the “Indemnifying
Party”)
promptly after such Indemnified Party has actual knowledge of any claim as
to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom;
provided,
that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld); and, provided further,
that
the failure of any Indemnified Party to give notice as provided herein shall
not
relieve the Indemnifying Party of its obligations under this Section 2.4 except
to the extent, if any, that the Indemnifying Party shall have been actually
prejudiced as a result of such failure (except that the Indemnifying Party
shall
not be liable for any expenses incurred during the period in which the
Indemnified Party failed to give such notice). The Indemnified Party may
participate in such defense at such party’s expense; provided,
however,
that
the Indemnifying Party shall pay such expense if representation of such
Indemnified Party by the counsel retained by the Indemnifying Party would be
inappropriate due to actual or potential differing interests between the
Indemnified Party and any other party represented by such counsel in such
proceeding. No Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party, consent
to
entry of any judgment or enter into any settlement which does not include as
an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim
or
litigation, and no Indemnified Party shall consent to entry of any judgment
or
settle such claim or litigation without the prior written consent of the
Indemnifying Party.
7
(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
2.4
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 2.4 provides
for indemnification in such case, or (ii) contribution under the Securities
Act may be required on the part of any such selling Investor or any such
controlling person in circumstances for which indemnification is provided under
this Section 2.4; then, 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 proportions as are
appropriate to reflect relevant equitable considerations, including the relative
fault of the Company, on the one hand, and the Holder, on the other, in
connection with the statement or omissions that resulted in such losses, claims,
damages, liabilities or actions, as well as any other relevant equitable
considerations including the failure to give any notice under Section 2.4(d)
above. The relative fault 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 the Holder, on the other, and
to
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The
Company and the Holders of Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this Section 2.4(d) were
determined by pro rata
allocation (even if all of the Holders of Registrable Securities were treated
as
one entity for such purpose) or by any other method of allocation that does
not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as
a
result of the losses, claims, damages, liabilities or action referred to in
the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred
by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the foregoing, no person or entity guilty
of
fraudulent misrepresentation, within the meaning of Section 11(f) of the
Securities Act, shall be entitled to contribution from any person or entity
who
is not guilty of such fraudulent misrepresentation.
3. General.
3.1 Notices
and Other Communications.
All
notices, requests, demands and other communications made in connection with
this
Agreement shall be in writing and shall be deemed to have been duly given (a)
on
the date of delivery, if delivered to the persons identified below, (b) five
calendar days after mailing if mailed, with proper postage, by certified or
registered mail, return receipt requested, (c) on the date of receipt if sent
by
telecopy, and confirmed in writing in the manner set forth in (b) on or before
the next day after the sending of the telecopy, or (d) one business day after
delivered to a nationally recognized overnight courier service marked for
overnight delivery, in each case addressed:
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to
the
Holders at their respective addresses set forth on the stock records of the
Company
with
a
copy to:
Pepe
& Hazard, LLP
000
Xxxxxxxx Xxxxxx
00xx
Xxxxx
Xxxxxx,
XX 00000-0000
Attention:
Xxxxxxx X. Xxxxxx, Esq.
Fax:
(000) 000-0000
to
the
Company at:
Solomon
Technologies, Inc.
0000
X&X Xxxxxxxxxx Xxxxxxxxx
Xxxxxx
Xxxxxxx, XX 00000
Attention:
Xxxxx X. XxXxxxxxx, Xx.
Fax:
(000) 000-0000
with
a
copy to:
Xxxxx
& Xxxxxxx LLP
0000
Xxxxxxxx
Xxx
Xxxx,
XX 00000
Attention:
Xxxxxx X. Xxxxxxx, Esq.
Fax:
(000) 000-0000
or
to
such other address as any party may, from time to time, designate in a written
notice given in a like manner.
3.2 Amendments.
This
Agreement may be amended only by written instruments signed by the Company
and a
majority in interest of the Holders. No waiver of any right or remedy provided
for in this Agreement shall be effective unless it is set forth in writing
signed by a majority in interest of the Holders. No waiver of any right or
remedy granted in one instance shall be deemed to be a continuing waiver under
the same or similar circumstances thereafter arising.
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3.3 Miscellaneous.
(a) This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and the respective successors and assigns of the parties
hereto, whether so expressed or not. This Agreement and the rights of the
parties hereunder may be assigned by any of the parties hereto to any transferee
of Registrable Securities if: (i) the Holder agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement
is
furnished to the Company within a reasonable time after such assignment; (ii)
the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee
or
assignee, and (b) the securities with respect to which such registration rights
are being transferred or assigned; (iii) immediately following such transfer
or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act and applicable state securities
laws; (iv) at or before the time the Company receives the written notice
contemplated by clause (ii) of this sentence the transferee or assignee agrees
in writing with the Company to be bound by all of the provisions contained
herein; and (v) such transfer shall have been made in accordance with the
applicable requirements of the Investment Representation Certificate executed
by
the Holder.
(b) If
any
term, provision, covenant or restriction of this Agreement or any exhibit hereto
is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement and such exhibits shall remain in full force
and
effect and shall in no way be affected, impaired or invalidated.
(c) This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one
or
more of the counterparts have been signed by each party and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
(d) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York, without giving effect to conflict of laws
principles that would require the application of the laws of another
jurisdiction.
(e) Except
as
set forth in Sections 2.4(a) and (b), this Agreement is intended for the benefit
of the parties hereto and their respective permitted successors and assigns,
and
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.
[The
remainder of this page intentionally left blank]
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IN
WITNESS WHEREOF, the Company and Holders have caused this Agreement to be
executed and delivered by their respective officers thereunto duly
authorized.
| THE COMPANY: | ||
| SOLOMON TECHNOLOGIES, INC. | ||
| |
|
|
| By: | /s/ Xxxxx X. XxXxxxxxx, Xx. | |
| Name: Xxxxx X. XxXxxxxxx, Xx. | ||
| Title: President | ||
11
SIGNATURE
PAGE
TO
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| POWER DESIGNS, INC. | |||
| /s/ Xxxxxxx X. Xxxxxx, XX | |||
| By: Xxxxxxx X. Xxxxxx, XX | |||
| Its: President | |||
12
SIGNATURE
PAGE
TO
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| INTEGRATED POWER SYSTEMS LLC | |||
| /s/ Xxxxxxx Xxxxx | |||
| By: Xxxxxxx Xxxxx | |||
| Its: President | |||
13
SIGNATURE
PAGE
TO
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| THE VANTAGE PARTNERS | |||
| /s/ Xxxxxxx X. Xxxxxx, XX | |||
| By: Xxxxxxx X. Xxxxxx, XX | |||
| Its: President | |||
14
SIGNATURE
PAGE
TO
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| /s/ Xxxxxxx X’Xxxxxx | |||
| Xxxxxxx X’Xxxxxx |
15
SIGNATURE
PAGE
TO
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| JMC VENTURE PARTNERS LLC | |||
| /s/ G. Xxxxxxxx Xxxx | |||
| By: G. Xxxxxxxx Xxxx | |||
| Its: Treasurer | |||
16
SIGNATURE
PAGE
TO
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| INTERNATIONAL CAPITAL PARTNERS LLC | |||
| /s/ Xxxxxxxx Xxxxx | |||
| By: Xxxxxxxx Xxxxx | |||
| Its: Managing Member | |||
17
SIGNATURE
PAGE
TO
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| /s/ Xxxxxxxx Xxxxx | |||
| Xxxxxxxx Xxxxx |
18
SIGNATURE
PAGE
TO
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| /s/ Xxxx Xxxxxxxxx | |||
| Xxxx Xxxxxxxxx |
19
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| WOODLAKEN LLC | |||
| /s/ Xxxx Xxxxxxxxx | |||
| By: Xxxx Xxxxxxxxx | |||
| Its: A Manager | |||
20
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| BRIL CORPORATION PROFIT SHARING PLAN | |||
| /s/ Xxxx Xxxxxxxxx | |||
| By: Xxxx Xxxxxxxxx | |||
| Its: A Manager | |||
21
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| /s/ Xxxxxxx XxXxx | |||
| Xxxxxxx XxXxx |
22
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| /s/ Xxxx Xxxxxxxx | |||
| Xxxx Xxxxxxxx |
23
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx |
24
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| ESTATE OF XXXXXX XXXXXXXXX | |||
| /s/ Xxxxxxxxxx X. Xxxxxxxxx | |||
| By: Xxxxxxxxxx X. Xxxxxxxxx | |||
| Its: Executrix | |||
25
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| XXXXXXXX LLC | |||
| /s/ Xxx Xxxxx | |||
| By: Xxx Xxxxx | |||
| Its: Xxxxxxxx Manager | |||
26
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| /s/ Xxxxxxx Xxxxx | |||
| Xxxxxxx Xxxxx |
27
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| /s/ Xxxxxxx X. Xxxxxxxxxx | |||
| Xxxxxxx X. Xxxxxxxxxx |
28
SIGNATURE
PAGE
TO
REGISTRATION
RIGHTS AGREEMENT
IN
WITNESS WHEREOF, the
undersigned has executed this Agreement on the day and year first above
written.
| HOLDER: | |||
| /s/ Xxxxxxx X. Xxxxxx, XX | |||
| Xxxxxxx X. Xxxxxx, XX |
29
