REGISTRATION RIGHTS AGREEMENT
Exhibit
99.2
This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is
made as of July 31, 2007 by and between Wako Logistics Group, Inc., a
corporation organized and existing under the laws of the State of Delaware,
having its registered offices located at 000 Xxxx Xxxxxx Xxxxxx, Xxx Xxxxxxx,
Xxxxxxxx 00000 (the “Company”),
Xxxx
Xxxxxxxxxx, and Xxxx Xxxxxxxxxx (each an “Holder”
and
collectively, the “Holders”).
RECITALS
A. The
Company and the Holders are parties to that certain Membership Interest Purchase
Agreement dated as of July 31, 2007 (the “Purchase
Agreement”)
relating to the purchase and sale of the Membership Interests (as defined
therein).
B. As
a
condition precedent to and in consideration for the sale by the Holders to
the
Company and the purchase by the Company from the Holders of the Membership
Interests pursuant to the Purchase Agreement, the Company is willing to enter
into this Agreement with the Holders, pursuant to which the Company grants
certain rights to the Holders and the Other Stockholders (as defined below)
to
cause the Company to register the resale of shares of Common Stock issued or
issuable to the Holders and the Other Stockholders.
In
consideration of the mutual promises contained herein and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. INTERPRETATION;
DEFINITIONS
1.1 Interpretation.
In this
Agreement (except where the context otherwise provides):
(a) any
reference to an article, section, paragraph, exhibit or schedule is to the
relevant article, section, paragraph, exhibit or schedule of or to this
Agreement;
(b) section
headings are included for convenience only and shall not affect the
interpretation of this Agreement;
(c) use
of
the singular includes the plural and vice-versa;
(d) use
of
any gender includes the other genders;
(e) any
reference to “persons” includes natural persons, firms, partnerships, companies,
corporations, associations, organizations, governments, states, foundations
and
trusts (in each case whether or not having separate legal personality);
and
(f) any
phrase introduced by the terms “including,” “include,” “in particular” or any
similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms.
1
1.2 Terms
Not Defined Herein.
Terms
that are used but not defined in this Agreement (including the Schedules to
this
Agreement) shall have the meanings ascribed to them in the Purchase
Agreement.
1.3 Terms
Defined Herein.
In this
Agreement, the following capitalized terms shall have the meanings ascribed
to
them below:
(a) “Agreement”
has
the
meaning given to it in the first paragraph of this Agreement;
(b) “Commission”
means
the Securities and Exchange Commission or any other federal agency charged
with
the administration of the Securities Act;
(c) “Common
Stock”
means
the common stock, par value $0.001 per share, of the Company and any stock
into
which such Common Stock may thereafter be converted or changed;
(d) “Company”
has
the
meaning given to it in the first paragraph of this Agreement;
(e) “Company
Securities”
means
(i) the Common Stock, (ii) securities convertible into or exchangeable for
Common Stock, (iii) any other equity or equity-linked security issued by the
Company and (iv) options, warrants and other rights to acquire Common Stock
or
any other equity or other equity-linked security of the Company.
(f) “Control”
or
“Controlling”
has
the
meaning assigned thereto under the Securities Act;
(g) “Effective
Date”
means
the date that is the twelve month anniversary of the Closing Date (as such
term
is defined in the Purchase Agreement);
(h) “Exchange
Act”
means
the Securities Exchange Act of 1934, as amended, or any similar federal statute
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at any particular time;
(i) “Holder”
has
the
meaning given to it in the first paragraph of this Agreement;
(j) “Indemnified
Party”
has
the
meaning given to it in Section
4.3;
(k) “Indemnifying
Party”
has
the
meaning given to it in Section
4.3;
(l) “Purchase
Agreement”
has
the
meaning given to it in the Recitals to this Agreement;
(m) “Offering
Documents”
has
the
meaning given to it in Section
4.1;
2
(n) “Other
Stockholders”
means
persons other than Holders who, by virtue of agreements with the Company, are
entitled to include their securities in a registration effected pursuant to
this
Agreement;
(o) “Party”
means
a
party to this Agreement, including any successor or assign of an original
Party;
(p) “Piggyback
Registration”
has
the
meaning given to it in Section
2.1;
(q) The
terms
“register,”
“registered”
and
“registration”
refer
to the effectiveness of a registration statement prepared and filed in
compliance with the Securities Act;
(r) “Registrable
Securities”
means,
as of the Effective Date, the shares of Common Stock issued in exchange for
the
Membership Interests until (i) a registration statement covering such securities
has been declared effective by the Commission, and such securities have been
disposed of pursuant to such effective registration statement, or (ii) such
securities are sold under circumstances in which all of the applicable
conditions of Rule 144 (or similar provisions then in force) under the
Securities Act are met or such securities may be sold pursuant to Rule
144(k);
(s) “Registration
Expenses”
shall
mean all expenses incurred by the Company in complying with Article 2 hereof,
including, without limitation, all registration and filing fees; printing
expenses; fees and disbursements of legal counsel for the Company; state “blue
sky” fees and expenses; and accountants’ expenses, including without limitation
any special audits incident to or required by any such registration; but
excluding the compensation of regular employees of the Company, which shall
be
paid in any event by the Company; provided,
however,
registration expenses shall not include any Selling Expenses incurred by a
Holder in connection with the sale of any Registrable Securities;
(t) “Rule
144”
shall
mean Rule 144 promulgated by the Commission under the Securities
Act;
(u) “Securities
Act”
shall
mean the Securities Act of 1933, as amended, or any similar federal statute
and
the rules and regulations of the Commission thereunder, all as the same shall
be
in effect at any particular time; and
(v) “Selling
Expenses”
shall
mean all underwriting discounts and selling commissions applicable to the sale
of Registrable Securities and any other securities of the Company being sold
by
all selling Holders in the same registration as the Registrable
Securities.
3
2. PIGGYBACK
REGISTRATION RIGHTS
2.1 Notice
of Piggyback Registration.
Effective as of the Effective Date, if the Company shall determine to register
any of its securities in connection with the public offering of such securities,
whether or not for sale for its own account, other than on Form S-8, that would
permit the registration of the Registrable Securities, the Company shall
promptly give to each Holder written notice of such registration (a
“Piggyback
Registration”),
which
shall include a list of the jurisdictions in which the Company intends to
attempt to qualify such securities under the applicable “blue sky” or other
state securities laws. Upon the written request of any Holder or Holders, given
within thirty (30) days after receipt by such written notice, the Company shall,
subject to the limits contained in Section
2.3,
use its
commercially reasonable efforts to cause all such Registrable Securities of
said
requesting Holder to be registered under the Securities Act (and any related
qualification under “blue sky” laws or other compliance), all to the extent
required to permit such sale or other disposition of said Registrable
Securities. The Company shall have the right to withdraw or cease to prepare
or
file any registration statement for any offering referred to in this
Article
2
without
any obligation or liability to any Holder.
2.2 Number
of Piggyback Registrations.
Subject
to the underwriter limitations, if any, described in Section
2.3
below,
each Holder shall be entitled to have its Registrable Securities included in
an
unlimited number of Piggyback Registrations pursuant to this Article 2 until
such time as all of such Holder’s Registrable Securities may be sold under Rule
144 without limitation on the number of shares or manner of sale.
2.3 Underwriting.
If the
registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise the Holders
as
part of the written notice given by the Company to the Holders pursuant to
Section
2.1.
In such
event, the right of any Holder to registration pursuant to this Article
2
shall be
conditioned upon such Holder’s participation in such underwriting and the
inclusion of such Holder’s Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their Registrable
Securities through such underwriting shall (together with the Company and Other
Stockholders distributing their securities through such underwriting) enter
into
an underwriting agreement in customary form with the underwriter or underwriters
selected for underwriting by the Company. If in a Company-initiated registration
in which a Holder has an opportunity to participate, the underwriter determines
that marketing factors require a limitation on the number of shares to be
underwritten, the number of shares that may be included in the underwriting
shall be allocated first to the Company; second to all Holders who are entitled
to participate and who have elected to participate in the offering pursuant
to
the terms of this Agreement on a pro rata basis based upon the total number
of
Registrable Securities held by each participating Holder; and third to Other
Stockholders, on a pro rata basis. The Company shall advise all Holders
requesting registration as to the number of shares or securities that may be
included in the registration and underwriting as allocated in the foregoing
manner. Notwithstanding anything to the contrary provided herein or elsewhere,
no such reduction shall be made with respect to securities offered by the
Company for its own account. If any Holder or Other Stockholder disapproves
of
the terms of any such underwriting, such person may elect to withdraw therefrom
by written notice to the Company and the underwriter. Any Registrable Securities
or other securities excluded or withdrawn from such underwriting shall also
be
withdrawn from such registration.
3. EXPENSES
OF REGISTRATION; REGISTRATION PROCEDURES
3.1 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. All Selling Expenses relating to securities so registered shall be
borne by (i) the Holders, (ii) the Other Stockholders, and (iii) the Company,
pro
rata
on the
basis of the number of shares of such party registered on their
behalf.
4
3.2 Registration
Procedures.
In the
case of each registration effected by the Company pursuant to this Agreement,
the Company shall keep each Holder advised in writing as to the initiation
of
each registration and as to the completion thereof. At its expense the Company
shall use its commercially reasonable efforts to:
(a) keep
such
registration effective for a period of one hundred eighty (180) days;
provided,
however,
that in
the case of any registration of Registrable Securities on Form S-3 which is
intended to be offered on a continuous or delayed basis, such one hundred eighty
(180) day period shall be extended until all such Registrable Securities are
sold, provided that Rule 415, or any successor rule under the Securities Act,
permits an offering on a continuous or delayed basis, and provided further
that
applicable rules under the Securities Act governing the obligation to file
a
post effective amendment permit, in lieu of filing a post effective amendment
which (y) includes any prospectus required by Section 10(a) of the Securities
Act or (z) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in (y) and
(z)
above to be contained in periodic reports filed pursuant to Section 12 or 15(d)
of the Exchange Act in the registration statement;
(b) furnish
such number of prospectuses and other documents incident thereto as each of
the
Holders, as applicable, from time to time may reasonably request;
(c) notify
each Holder of Registrable Securities covered by such registration 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 the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to
be
stated therein or necessary to make the statements therein not misleading in
the
light of the circumstances then existing;
(d) in
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering. Each Holder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement;
(e) cause
all
such Registrable Securities registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by the Company are then
listed; and
(f) provide
a
transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration.
5
4. INDEMNIFICATION
4.1 Indemnification
by Company.
With
respect to each Holder whose securities have been registered or qualified
pursuant to this Agreement, the Company shall indemnify such Holder, each of
such Holder’s officers, directors and partners, and each person Controlling such
Holder and each of such Controlling person’s officers, directors and partners,
against all claims, losses, damages and liabilities (joint or several) (or
actions in respect thereof) arising out of or based on any untrue statement
(or
alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration
statement, notification or the like) (collectively, the “Offering
Documents”)
incident to any such registration, qualification or compliance, or based on
any
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
any violation by the Company of any rule or regulation promulgated under the
Securities Act applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration, qualification
or compliance, and shall reimburse each such Holder and each of such Holder’s
officers, directors and partners and each person Controlling such Holder, and
each of such Controlling person’s officers, directors and partners, for any
reasonable legal and other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action;
provided,
however,
that
the Company shall not be liable in any such case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based upon
information furnished to the Company by the Holder seeking to be indemnified,
where such information is specifically provided for use in the Offering
Documents and all funds previously paid by the Company to any Holder or other
individual party shall be reimbursed by those persons who received any such
funds.
4.2 Indemnification
by Holders and Other Stockholders.
Each
Holder shall indemnify the Company, each of its directors and officers, each
underwriter, if any, of the Company’s securities covered by such a registration
statement, each person who Controls the Company or such underwriter and each
such Controlling person’s officers, directors and partners, and each other
Holder and Other Stockholder and each person Controlling such Holder or Other
Stockholder and each such Controlling person’s officers, directors and partners,
against all claims, losses, damages and liabilities (joint or several) (or
actions in respect thereof) arising out of or based on any untrue statement
(or
alleged untrue statement) of a material fact contained in the Offering
Documents, or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and shall reimburse the Company and such Holders, Other
Stockholders, directors, officers, partners, persons, underwriters and Control
persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in the Offering Documents based upon and in conformity with information
furnished to the Company by such Holder or Other Stockholder specifically for
use therein; provided,
however,
that
the obligations of such Holder shall be limited to an amount equal to the gross
proceeds to such Holder or Other Stockholder of securities sold in such
registration as contemplated herein; provided,
further
that the
indemnity agreement in this Section
4.2
shall
not apply to amounts paid in settlement of any such loss if such settlement
is
effected without the consent of the indemnifying Holder, which consent shall
not
be unreasonably withheld. The Holder acknowledges that an underwriter may
require other indemnification obligations with respect to the
underwriter.
6
4.3 Participation
in Defenses.
Each
Party entitled to indemnification under this Article
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,
however,
that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or any litigation resulting therefrom, shall be approved by the Indemnified
Party (whose approval shall not be withheld unreasonably). The Indemnified
Party
may participate in such defense with counsel of its own choosing, but the fees
and expenses of such counsel shall be at such Indemnified Party’s expense unless
(i) the Indemnifying Party and the Indemnified Party shall have agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying Party and the
Indemnified Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential conflicting interests between them.
The failure of any Indemnified Party to give notice as provided herein shall
relieve the Indemnifying Party of its obligations under this Article 4 only
if
such failure is prejudicial to the ability of the Indemnifying Party to defend
such action, and such failure shall in no event relieve the Indemnifying Party
of any liability that he or it may have to any Indemnified Party otherwise
than
under this Article 4. 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 that 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 with respect to such claim
or
litigation.
5. FURNISHING
INFORMATION; LIMITATIONS ON REGISTRATION RIGHTS
5.1 Information
by Holders and Other Stockholders.
As a
condition to registering the Holder’s Registrable Securities, each Holder of
Registrable Securities included in any registration shall furnish to the Company
such information regarding such Holder and the distribution proposed by such
Holder 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 Agreement.
5.2 Rule
144 Reporting.
With a
view to making available the benefits of certain rules and regulations of the
Commission that may permit the sale of the Common Stock to the public without
registration, the Company shall use its commercially reasonable efforts
to:
(a) at
all
times make and keep public information available as those terms are understood
and defined in Rule 144;
(b) file
with
the Commission in a timely manner all reports and other documents required
of
the Company under the Securities Act and the Exchange Act at any time after
it
has become subject to the reporting requirements thereunder; and
(c) so
long
as any Holder owns any securities constituting or representing Registrable
Securities, furnish to such Holder forthwith upon request a written statement
by
the Company as to its compliance with the reporting requirements of Rule 144,
and of the Securities Act and the Exchange Act, a copy of the most recent annual
or quarterly report of the Company, and such other reports and documents so
filed by the Company as such Holder may reasonably request in availing itself
of
any rule or regulation of the Commission allowing such Holder to sell any such
securities without registration (unless such reports are obtainable through
the
internet).
7
5.3 Transfer
of Registration Rights.
The
rights of Piggyback Registration granted under this Agreement may be assigned
by
any Holder to any transferee of Registrable Securities together with the
securities being transferred; provided
that in
each case the Company is given written notice, at the time or within a
reasonable time after said transfer, stating the name and address of said
transferee and identifying the securities with respect to which such
registration rights are being assigned. No such assignment shall be effective
unless the transferee shall be required, as a condition to such transfer, to
agree in writing that he or it will receive and hold such securities subject
to
the provisions of this Agreement.
5.4 “Market
Stand-Off” Agreement.
In
connection with a public offering of Registrable Securities, if requested by
the
Company upon the recommendation of the Board of Directors of the Company or
an
underwriter of the securities of the Company, the Holders agree not to sell
or
otherwise transfer or dispose of any Common Stock (or other securities) of
the
Company held by them during the 180 day period following the effective date
of a
registration statement of the Company filed under the Securities Act; provided
that all other stockholders who own more than five percent (5%) of the
outstanding Common Stock of the Company and all officers and directors of the
Company enter into agreements with substantially the same terms and conditions.
The Company may impose stop-transfer instructions with respect to the shares
(or
securities) subject to the foregoing restriction until the end of said (180)
day
period.
5.5 Termination.
The
right of any Holder to request registration or inclusion in any registration
pursuant to Article 2 shall terminate upon such date as all shares of
Registrable Securities held by such Holder may be sold under Rule 144 during
any
ninety (90) day period.
6.MISCELLANEOUS
6.1 Governing
Law; Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York without regard to the conflicts of laws principles
thereof. The parties hereto hereby irrevocably agree that any suit or proceeding
arising directly and/or indirectly pursuant to or under this Agreement, shall
be
brought solely in a federal or state court located in the City, County and
State
of New York. By its execution hereof, the parties hereby covenant and
irrevocably submit to the in personam
jurisdiction of the federal and state courts located in the City, County and
State of New York and agree that any process in any such action may be served
upon any of them personally, or by certified mail or registered mail upon them
or their agent, return receipt requested, with the same full force and effect
as
if personally served upon them in New York City. The parties hereto expressly
and irrevocably waive any claim that any such jurisdiction is not a convenient
forum for any such suit or proceeding and any defense or lack of in
personam
jurisdiction with respect thereto. In the event of any such action or
proceeding, the party prevailing therein shall be entitled to payment from
the
other party hereto of its reasonable counsel fees and
disbursements.
8
6.2 Successors
and Assigns.
Except
as otherwise expressly provided herein, the provisions hereof shall inure to
the
benefit of, and be binding upon, the successors, assigns, heirs, executors
and
administrators of the parties hereto.
6.3 Entire
Agreement.
This
Agreement constitutes the full and entire understanding and agreement among
the
Parties with regard to the subjects hereof. Nothing in this Agreement, express
or implied, is intended to confer upon any party, other than the Parties hereto
and their successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
6.4 Severability.
Any
invalidity, illegality or limitation of the enforceability with respect to
a
Holder of any one or more of the provisions of this Agreement, or any part
thereof, whether arising by reason of the law of any such person’s domicile or
otherwise, shall in no way affect or impair the validity, legality or
enforceability of this Agreement with respect to other Holders. In case any
provision of this Agreement shall be invalid, illegal or unenforceable, it
shall
to the extent practicable, be modified so as to make it valid, legal and
enforceable and to retain as nearly as practicable the intent of the parties,
and the validity, legality, and enforceability of the remaining provisions
shall
not in any way be affected or impaired thereby.
6.5 Amendment
and Waiver.
Any
provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed, in the case of an amendment,
by
each Party to this Agreement, or in the case of a waiver, by the Party against
whom the waiver is to be effective. No failure or delay by any Party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof not shall any single or partial exercise thereof preclude any other
or
further exercise thereof or the exercise of any other right, power if privilege.
The rights and remedies herein provided shall be cumulative and not exclusive
of
any rights or remedies provided by law.
6.6 Delays
or Omissions.
No
delay or omission to exercise any right, power or remedy accruing to the
Company, Holder, or any transferees upon any breach, default or noncompliance
of
Holder or any transferee or the Company under this Agreement, shall impair
any
such right, power or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of any
similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent or approval of any kind or character
on
the part of the Company or Holder of any breach, default or noncompliance under
this Agreement or any waiver on the Company’s or the Holder’s part of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing and that
all
remedies, either under this Agreement, by law, or otherwise afforded to the
Company and the Holder, shall be cumulative and not alternative.
6.7 Notices.
Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given (i) at the time of
personal delivery, if delivery is in person; (ii) one (1) business day after
deposit with an express overnight courier for United States deliveries, or
two
(2) business days after such deposit for deliveries outside of the United
States, with proof of delivery from the courier requested; or (iii) three (3)
business days after deposit in the United States mail by certified mail (return
receipt requested) for United States deliveries, as set forth
below:
9
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If
to the Holders:
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Xxxx
Xxxxxxxxxx
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000
Xxxxxxxxxxx Xxxx
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Xxxx
Xxxxxx, XX 00000
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with
a copy to:
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Xxxx,
Xxxx & Xxxxx LLP
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00
X. Xxxxxxx Xxxxxx, Xxxxx 0000
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Xxxxxxx,
Xxxxxxxx 00000-0000
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Attention:
Xxxxx X. Xxxxxxxxx
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If
to the Company, addressed to:
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Wako
Logistics Group, Inc.
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000
Xxxx Xxxxxx Xxxxxx
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Xxx
Xxxxxxx, Xxxxxxxx 00000
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Attention:
Xxxxx Xxxxxx
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with
a copy to:
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Gusrae,
Xxxxxx, Xxxxx & Xxxxxxx PLLC
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000
Xxxx Xxxxxx - 00xx
Xxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attention:
Xxxxxxxx X. Xxxxxxx, Esq.
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Each
Party, by giving ten (10) days’ advance written notice to all other Parties, may
specify a different address for the giving of any notice hereunder.
6.8 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one
instrument.
6.9 Effectiveness.
This
Agreement shall commence and become effective as of the Closing Date of the
Purchase Agreement.
[THE
SIGNATURE PAGE IS THE NEXT PAGE]
10
IN
WITNESS WHEREOF, this Registration Rights Agreement has been duly executed
and
delivered by the parties hereto as of the date first above written.
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COMPANY:
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WAKO
LOGISTICS GROUP, INC.
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By:
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Name:
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Title:
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Xxxx
Xxxxxxxxxx
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Xxxx
Xxxxxxxxxx
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[SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT]
11
