REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of ___________, 2006, by and among I2 TELECOM
INTERNATIONAL, INC., a Washington corporation (the "Company"), and each of
the Persons listed on the signature pages hereto (each a "Holder" and,
collectively, the "Holders").
IN CONSIDERATION of the mutual promises and covenants set forth
herein, and intending to be legally bound, the parties hereto hereby agree
as follows:
1. Definitions. Capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to such terms in each Warrant Agreement
dated as of even date hereof, by and among the Company and the Holder party
thereto (the "Warrant Agreements"). As used in this Agreement, the following
terms shall have the meanings set forth below:
(a) "1933 Act" shall mean the Securities Act of 1933, as amended
(b) "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.
(c) "Common Stock" shall mean the Company's common stock, no par value
per share.
(d) "Effectiveness Date" means, with respect to the initial
Registration Statement required to be filed hereunder, the 90th
calendar day following the date of the Note Purchase Agreement
(120 days if reviewed by the SEC).
(e) "Filing Date" means, with respect to the Registration Statement
required to be filed hereunder, the 60th calendar day following the
date of the Purchase Agreement.
(f) "Holder" shall mean any person who holds Registrable Securities and
any holder of Registrable Securities to whom the rights conferred by
this Agreement have been transferred in compliance with (i)
Section 7 of the applicable Warrant Agreement or (ii) Section 11 of
the Note Purchase Agreement as the case may be.
(g) "Note Shares" shall mean shares of the Company's Common Stock
underlying notes purchased pursuant to the Note Purchase Agreement
dated as of even date hereof, by and among the Company and the Holder
party thereto.
(h) "Other Shareholders" shall mean persons who, by virtue of
agreements with the Company other than this Agreement, are entitled
to include their securities in certain registrations hereunder.
(i) "Prospectus" means the prospectus included in the registration
statement (including, without limitation, a prospectus that
includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the
Registrable Securities covered by the registration statement, and
all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such
Prospectus.
(j) "Registrable Securities" shall mean, as of the date in
question: (i) all of the Warrant Shares, (ii) all of the Note Shares,
(iii) any securities issued or issuable upon any stock split, dividend
or other distribution, recapitalization or similar event with respect
to the foregoing and (iv) any additional shares of Common Stock
issuable as a result of any anti-dilution adjustment to the Warrants;
provided, however, that a Registrable Security ceases to be a
Registrable Security when (A) it is registered under the 1933 Act; (B)
it is sold or transferred in accordance with the requirements of Rule
144 (or similar provisions then in effect) promulgated by the SEC
under the 1933 Act ("Rule 144"); or (C) it is eligible to be sold or
transferred under Rule 144. (k) The terms "register," "registered" and
"registration" shall refer to a registration effected by preparing and
filing a registration statement in compliance with the 1933 Act and
applicable rules and regulations thereunder and the declaration or
ordering of the effectiveness of such registration statement.
(l) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including,
without limitation, all registration, qualification, and filing fees,
printing expenses, escrow fees, fees and disbursements of counsel for
the Company, blue sky fees and expenses, and expenses of any regular
or special audits incident to or required by any such registration,
but shall not include: (i) Selling Expenses; (ii) the compensation of
regular employees of the Company, which shall be paid in any event by
the Company; and (iii) blue sky fees and expenses incurred in
connection with the registration or qualification of any Registrable
Securities in any state, province or other jurisdiction in a
registration pursuant to Section 2 hereof to the extent that the
Company shall otherwise be making no offers or sales in such state,
province or other jurisdiction in connection with such registration.
(m) "Rule 415" means Rule 415 promulgated by the SEC pursuant to the
1933 Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC having
substantially the same effect as such Rule.
(n) "Rule 424" means Rule 424 promulgated by the SEC pursuant to the
1933 Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC having
substantially the same effect as such Rule.
(o) "SEC" shall mean the Securities and Exchange Commission.
(p) "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of
Registrable Securities.
2. Registration.
(a) Right to Piggyback. On or prior to the Filing Date, the
Company shall prepare and file with the Commission a registration
statement covering the resale of all of the Registrable Securities for
an offering to be made on a continuous basis pursuant to Rule 415. The
registration statement required hereunder shall be on Form SB-2
(except if the Company is not then eligible to register for resale the
Registrable Securities on Form SB-2, in which case the Registration
shall be on another appropriate form in accordance herewith). Subject
to the terms of this Agreement, the Company shall use its commercially
reasonable efforts to cause the Registration Statement to be declared
effective under the Securities Act as promptly as possible after the
filing thereof, but in any event not later than the Effectiveness
Date:
(i) promptly give to each Holder written notice thereof, which
notice briefly describes the Holders' rights under this Section 2
(including notice deadlines);
(ii) use its best efforts to include in such registration (and
any related filing or qualification under applicable blue sky laws),
except as set forth in Section 2(b) below, and in any underwriting
involved therein, all the Registrable Securities specified in a
written request or requests, made by any Holder and received by the
Company within twenty (20) days after the written notice from the
Company described in clause (i) above is mailed or delivered by the
Company, provided that such Holders shall have requested for inclusion
in such registration at least ten percent (10%) of the aggregate
number of the Registrable Securities which have been issued to the
Holders prior to the date of such written request. Such written
request may specify all or a part of a Holder's Registrable
Securities; and
(iii) keep such registration effective for a period of one
hundred twenty (120) days or until the Holder or Holders have
completed the distribution described in the registration statement
relating thereto or the Registrable Securities are eligible to be sold
or transferred under Rule 144(k) (or similar provisions then in
effect) promulgated by the SEC under the 1933 Act, whichever first
occurs.
(b) Underwriting. If the registration of which the Company gives
written notice pursuant to Section 2(a)(i) is for a registered public
offering involving an underwriting, the Company shall so advise the
Holders as a part of the written notice given pursuant to Section
2(a)(i). In such event, the right of any Holder to registration
pursuant to Section 2(a) shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company and the other
holders of securities of the Company with registration rights to
participate therein distributing their securities through such
underwriting) enter into an underwriting agreement in customary form
with the representative of the underwriter or underwriters selected by
the Company. Notwithstanding any other provision of this Section 2, if
the representative of the underwriters advises the Company in writing
that marketing factors require a limitation on the number of shares to
be underwritten, then the representative may (subject to the
limitations set forth below) exclude all Registrable Securities from,
or limit the number of Registrable Securities to be included in, the
registration and underwriting. The Company shall so advise all Holders
of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and
underwriting shall be allocated first to the Company for securities
being sold for its own account and thereafter as set forth in Section
9. If any person does not agree to the terms of any such underwriting,
then such person shall be excluded therefrom by written notice from
the Company or the underwriter. Any Registrable Securities or other
securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration. If shares are so withdrawn from the
registration and if the number of shares of Registrable Securities to
be included in such registration was previously reduced as a result of
marketing factors, then the Company shall then offer to all persons
who have retained the right to include securities in the registration
the right to include additional securities in the registration in an
aggregate amount equal to the number of shares so withdrawn, with such
shares to be allocated among the persons requesting additional
inclusion in accordance with Section 9.
(c) Liquidated Damages. If: (i) a registration statement is not
filed on or prior to the Filing Date (if the Company files a
Registration Statement without affording the Holder the opportunity to
review and comment on the same as required by Section 3(a), the
Company shall not be deemed to have satisfied this clause (i)), or
(ii) the Company fails to file with the Commission a request for
acceleration in accordance with Rule 461 promulgated under the
Securities Act, within five trading days of the date that the Company
is notified (orally or in writing, whichever is earlier) by the SEC
that a Registration Statement will not be "reviewed," or not subject
to further review, or (iii) prior to the date when such Registration
Statement is first declared effective by the Commission, the Company
fails to file a pre-effective, or (iv) a Registration Statement filed
or required to be filed hereunder is not declared effective by the
Commission on or before the 90th calendar day (120 calendar days if
reviewed by the SEC) following the date of the Note Purchase
Agreement, or (v) after a Registration Statement is first declared
effective by the Commission, it ceases for any reason to remain
continuously effective as to all Registrable Securities for which it
is required to be effective, or the Holders are not permitted to
utilize the Prospectus therein to resell such Registrable Securities,
in any individual case an aggregate of 20 trading days during any 12
month period (which need not be consecutive trading days)(any such
failure or breach being referred to as an "Event," and for purposes of
clause (i) or (iv) the date on which such Event occurs, or for
purposes of clause (ii) the date on which such five trading day period
is exceeded, or for purposes of clause (iii) the date which such 20
trading day period, as applicable, is exceeded being referred to as
"Event Date"), then in addition to any other rights the Holders may
have hereunder or under applicable law: (x) on each such Event Date
the Company shall pay to each Holder an amount in cash, as liquidated
damages and not as a penalty, equal to 2.0% of the aggregate purchase
price paid by such Holder pursuant to the Note Purchase Agreement for
any Registrable Securities then held by such Holder; and (y) on each
monthly anniversary of each such Event Date (if the applicable Event
shall not have been cured by such date), as liquidated damages and not
as a penalty, until the applicable Event is cured, the Company shall
issue to each Holder 500 three-year warrants to purchase the Company's
Common Stock with an exercise price of $0.07 per share for each $1,000
of Notes outstanding.
3 . Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant
to Section 2 hereof shall be borne by the Company. All Selling
Expenses relating to securities so registered shall be borne by the
Holders of such securities pro rata on the basis of the number of
shares of securities so registered on their behalf.
4. Registration Procedures. In the case of each registration effected
by the Company pursuant to Section 2 hereof, the Company will keep
each Holder advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense, the
Company will use its best efforts to:
(a) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with
the provisions of the 1933 Act with respect to the disposition of all
securities covered by such registration statement;
(b) furnish such number of prospectuses and other documents
incident thereto, including any amendment of or supplement to the
prospectus, as a Holder from time to time may reasonably request;
(c) notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto
is required to be delivered under the 1933 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 or incomplete in the light of the circumstances
then existing, and at the request of any such Holder, prepare and
furnish to such Holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or incomplete
in the light of the circumstances then existing; provided, however,
the Company shall not be obligated to prepare and furnish any such
prospectus supplements or amendments relating to any material
nonpublic information at any such time as the Board of Directors of
the Company has determined in good faith that, for good business
reasons, the disclosure of such material nonpublic information at that
time is contrary to the best interests of the Company in the
circumstances and is not otherwise required under applicable law
(including applicable securities laws);
(d) cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange and/or included in
any national quotation system on which similar securities issued by
the Company are then listed or included;
(e) provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a
CUSIP number for all such Registrable Securities, in each case not
later than the effective date of such registration; and
(f) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC
..
5. Indemnification.
(a) The Company will indemnify each Holder, each of such Holder's
officers, directors, partners, legal counsel and accountants and each
person controlling such Holder within the meaning of Section 15 of the
1933 Act, as applicable, with respect to which registration,
qualification, or compliance has been effected pursuant to Section 2,
and each underwriter, if any, and each person who controls within the
meaning of Section 15 of the 1933 Act any underwriter, against all
expenses, claims, losses, damages, and liabilities (or actions,
proceedings, or settlements 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) 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 the 1933 Act or any rule or regulation thereunder
applicable to the Company or relating to action or inaction required
of the Company in connection with any such registration,
qualification, or compliance, and will reimburse each such Holder,
each of its officers, directors, partners, legal counsel and
accountants and each person controlling such Holder, each such
underwriter, and each person who controls any such underwriter, for
any legal and any other expenses reasonably incurred in connection
with investigating and defending or settling any such claim, loss,
damage, liability, or action, provided that the Company will 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 on any untrue
statement or omission based upon written information furnished to the
Company by such Holder or underwriter and stated to be specifically
for use therein. It is agreed that the indemnity agreement contained
in this Section 5(a) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability, or action if such settlement
is effected without the consent of the Company (which consent shall
not be unreasonably withheld).
(b) Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification, or compliance is being effected, indemnify the Company,
each of its directors, officers, partners, legal counsel and
accountants and each underwriter, if any, of the Company's securities
covered by such a registration statement, each person who controls the
Company or such underwriter within the meaning of Section 15 of the
1933 Act, each other such Holder and Other Shareholder, and each of
their officers, directors, and partners, and each person controlling
such Holder or Other Shareholder, against all claims, losses, damages
and liabilities (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 such registration statement,
prospectus, offering circular, or other document, 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 will reimburse the Company and such Holders, Other
Shareholders, directors, officers, partners, legal counsel, and
accountants, persons, underwriters, or 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 such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with
written information furnished to the Company by such Holder and stated
to be specifically for use therein; provided, however, (i) that the
obligations of such Holder hereunder shall not apply to amounts paid
in settlement of any such claims, losses, damages, or liabilities (or
actions in respect thereof) if such settlement is effected without the
consent of such Holder (which consent shall not be unreasonably
withheld) and (ii) that in no event shall any indemnity under this
Section 5(b) exceed the gross proceeds from the offering received by
such Holder.
(c) Each party entitled to indemnification under this Section 5
(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 such claim or any litigation resulting
therefrom, provided 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 unreasonably be withheld), and the Indemnified Party may
participate in such defense at such party's expense, 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 5, to the extent such failure is not
prejudicial. 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 of a release to such Indemnified Party from
all liability in respect to such claim or litigation. Each Indemnified
Party shall furnish such information regarding itself or the claim in
question as an Indemnifying Party may reasonably request in writing
and as shall be reasonably required in connection with defense of such
claim and litigation resulting therefrom.
(d) If the indemnification provided for in this Section 5 is held
by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage,
or expense referred to therein, then the Indemnifying Party, in lieu
of indemnifying such Indemnified Party hereunder, shall contribute to
the amount paid or payable by such Indemnified Party as a result of
such loss, liability, claim, damage, or expense in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party
on the one hand and of the Indemnified Party on the other in
connection with the conduct, statements or omissions that resulted in
such loss, liability, claim, damage, or expense as well as any other
relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the
Indemnified Party and the parties' relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement
or omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the
underwriting agreement entered into by the Indemnifying Party and the
Indemnified Party in connection with the underwritten public offering
are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.
6. Information by Holder. Each Holder of Registrable Securities
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 reasonably required in connection with any
registration, qualification, or compliance referred to in this Section 6.
7. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the SEC that may permit the sale of the
Restricted Securities to the public without registration, the Company
agrees to use its best efforts to:
(a) make and keep adequate public information regarding the
Company available as those terms are understood and defined in Rule
144;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act;
and
(c) so long as a Holder owns any Restricted Securities, furnish
to the Holder forthwith upon written request a written statement by
the Company as to its compliance with the reporting requirements of
Rule 144 and of the 1933 Act and the 1934 Act, a copy of the most
recent annual or quarterly report of the Company, and such other
reports and documents so filed as a Holder may reasonably request in
availing itself of any rule or regulation of the SEC allowing a Holder
to sell any such securities without registration.
8. Notice to Discontinue; Notice by Holders.
(a) Notice to Discontinue. Each Holder agrees that, upon receipt
of any notice from the Company of any event of the kind described in
Section 4(c), the Holder will discontinue disposition of Registrable
Securities until the Holder receives copies of the supplemented or
amended prospectus contemplated by Section 4(c). In addition, if the
Company requests, the Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then
in the Holder's possession, of the prospectus covering the Registrable
Securities current at the time of receipt of such notice. If the
Company gives any such notice, then the time period mentioned in
Section 2(a)(iii) shall be extended by the number of days elapsing
between the date of notice and the date that each Holder who has
included Registrable Securities in such registration receives the
copies of the supplemented or amended prospectus contemplated in
Section 4(c).
(b) Notice by Holders. Whenever the Holders have requested that
any Registrable Securities be registered pursuant to this Agreement,
those Holders shall notify the Company, at any time when a prospectus
relating thereto is required to be delivered under the 1933 Act, of
the happening of any event, which as to any Holder is: (i) to its
respective knowledge; (ii) solely within its respective knowledge; and
(iii) solely as to matters concerning that Holder, as a result of
which the prospectus included in the registration statement, then in
effect, contains an untrue statement of a material fact or omits to
state any material fact necessary to make the statements therein, in
light of the circumstances then existing, not misleading.
9. Allocation of Registration Opportunities. In any circumstance in which all of
the Registrable Securities and other shares of the Company with registration
rights (the "Other Shares") requested to be included in a registration
contemplated by Section 2(a) cannot be so included as a result of limitations of
the aggregate number of shares of Registrable Securities and Other Shares that
may be so included, the number of shares of Registrable Securities and Other
Shares that may be so included shall be allocated among the Holders and Other
Shareholders requesting inclusion of shares pro rata on the basis of the number
of shares of Registrable Securities and Other Shares held by such Holders and
Other Shareholders; provided, however, that such allocation shall not operate to
reduce the aggregate number of Registrable Securities and Other Shares to be
included in such registration, if any Holder or Other Shareholder does not
request inclusion of the maximum number of shares of Registrable Securities and
Other Shares allocated to such Holder or Other Shareholder pursuant to the
above-described procedure, then the remaining portion of such allocation shall
be reallocated among those requesting Holders and Other Shareholders whose
allocations did not satisfy their requests pro rata on the basis of the number
of shares of Registrable Securities and Other Shares which would be held by such
Holders and Other Shareholders, assuming conversion, and this procedure shall be
repeated until all of the shares of Registrable Securities and Other Shares
which may be included in the registration on behalf of the Holders and Other
Shareholders have been so allocated. 10. Miscellaneous.
(a) Delay of Registration. No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Agreement. (b) 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.
(c) Entire Agreement; Amendment; Waiver. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subject hereof. Neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated, except by a written instrument signed by the
Company and the Holders of at least fifty-one percent (51%) of the Registrable
Securities and any such amendment, waiver, discharge or termination shall be
binding on all the Holders, but in no event shall the obligation of any Holder
hereunder be materially increased, except upon the written consent of such
Holder.
(d) Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by United States
first-class mail, postage prepaid, or delivered personally by hand or nationally
recognized courier addressed: (i) if to a Holder, as indicated in the stock
records of the Company or at such other address as such Holder shall have
furnished to the Company in writing, or (ii) if to the Company, at 0000 Xxx
Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attn: Chief Financial Officer,
or at such other address as the Company shall have furnished to each Holder in
writing, together with a copy to Xxxxxxxxxx & Xxxxx LLP, 00000 Xxxxxxxx Xxxx.,
Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attn: Xxxxx Xxxxx, Esq. All such
notices and other written communications shall be effective on the date of
mailing or delivery.
(e) Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any Holder, upon any breach or default of the
Company under this Agreement shall impair any such right, power or remedy of
such Holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default therefore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any Holder of any breach or default under this Agreement or any
waiver on the part of any Holder of any provisions or conditions of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any Holder, shall be cumulative and
not alternative.
(f) Rights; Severability. Unless otherwise expressly provided herein,
a Holder's rights hereunder are several rights, not rights jointly held with any
of the other Holders. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
(g) Information Confidential. Each Holder acknowledges that the
information received by them pursuant hereto may be confidential and for its use
only, and it will not use such confidential information in violation of the 1934
Act or reproduce, disclose or disseminate such information to any other person
(other than its employees or agents having a need to know the contents of such
information, and its attorneys), except in connection with the exercise of
rights under this Agreement, unless the Company has made such information
available to the public generally or such Holder is required to disclose such
information by a governmental body.
(h) Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
(i) Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in any number of counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
(j) Governing Law; Jurisdiction. This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State
of Georgia without reference to Georgia's choice of law rules and each of the
parties hereto hereby consents to personal jurisdiction in any federal or state
court in the State of Georgia.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
i2 TELECOM INTERNATIONAL, INC.
By:_______________________________
Name:
Title:
[SIGNATURE PAGE OF HOLDERS FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
Name of Holder: __________________________
Signature of Authorized Signatory of Holder: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________
[SIGNATURE PAGES CONTINUE]
