INSTANT VIDEO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated effective as
of January 27, 2000 (the "Effective Date") by and among (i) the purchasers of
certain common stock and warrants to purchase common stock of the Company
(defined below) listed on the signature pages hereto and each other Person
(defined below) who becomes a party to this Agreement simultaneously with
becoming a party pursuant to and in accordance with the terms and conditions set
forth in that certain Purchase Agreement (defined below) on, or before, January
31, 2000 (each a "Holder" and, collectively, the "Holders") and (ii) Instant
Video Technologies, Inc., a Delaware corporation (the "Company").
RECITALS
The Holders are parties to a Securities Purchase Agreement dated for
reference purposes as of even date herewith by and between the Company and the
Holders (the "Purchase Agreement") pursuant to which the Company is obligated to
enter into this Agreement. All capitalized terms not defined herein shall have
the meaning established in the Purchase Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained in this Agreement, the parties hereto
hereby agree as follows:
1. Definitions.
"Commission" means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.
"Common Stock" means any and all (i) common stock of the Company
issued pursuant to the Purchase Agreement; (ii) common stock of the Company
issued or issuable upon exercise of the Warrants (collectively, (i) and (ii) the
"Stock"); (iii) common stock of the Company issued as a dividend or other
distribution with respect to or in replacement of the Stock, and (iv) any common
stock issued in any combination or subdivision of the Stock. In determining the
amount of Common Stock held by any Person, the sum of (i), (ii), (iii) and (iv)
shall be used and a Person shall be deemed to "hold" all Common Stock then held
by and/or issuable to such Person.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar Federal statue and the rules and regulations of the
Commission thereunder all as the same shall be in effect at the time.
"Person" means any individual, corporation, trust, partnership,
association, or other entity.
"Registrable Shares" means the Common Stock.
Registration Rights Agreement
"Registration Statement" means the registration statement and any
additional registration statements filed with the Commission as contemplated by
Section 2, including (in each case) any prospectus, amendments and supplements
to such registration statement or Prospectus, including pre- and post- effective
amendments, all exhibits thereto, and all material incorporated by reference in
such registration statement or statements.
"Securities Act" means 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 the time.
"Untrue Statement" shall include any untrue statement or alleged
untrue statement in the Registration Statement, or any omission or alleged
omission to state in the Registration Statement 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.
2.1 Registration Procedures and Expenses. The Company is obligated to do
the following:
The Company shall,
(a) within 60 days following the Closing Date, prepare and file with
the Commission a Registration Statement on Form S-1 in order to register with
the Commission under the Securities Act a sale by the Holders in accordance with
the method or methods of distribution thereof as reasonably specified by the
Holders on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act all of the Registrable Shares (notwithstanding anything to the
contrary expressed or implied herein, if a registration statement on Form S-3,
or any substitute form, becomes available for registration of the Registrable
Shares, the Company may instead prepare and file with the Commission a
registration statement on Form S-3 at any time in order to register the
Registrable Shares under the Securities Act and such registration statement will
be a "Registration Statement" for the purposes of this Agreement);
(b) use its best efforts, subject to receipt of necessary information
from the Holders, to cause such Registration Statement to become effective no
later than 120 days following the Closing Date;
(c) promptly notify each Holder, at any time when a prospectus
relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in or relating to such Registration Statement contains an
Untrue Statement;
(d) promptly prepare and file with the Commission, and deliver to each
Holder, such amendments and supplements to such Registration Statement and the
prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and to comply with the provisions of the
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Registration Rights Agreement
Securities Act with respect to the sale or other disposition of all Registrable
Shares until termination of such obligation as provided in Section 2.6 below;
(e) furnish to each Purchaser such number of copies of prospectuses,
including preliminary prospectuses, in conformity with the requirements of the
Securities Act, in order to facilitate the public sale or other disposition of
all or any of the Registrable Shares by the Holders;
(f) file such documents as may be required of the Company for normal
securities law clearance for the resale of the Registrable Shares in any state
reasonably requested by the Holders provided, however, that the Company shall
not be required in connection with this paragraph (f) to (i) qualify as a
foreign corporation to do business under the laws of any jurisdiction in which
it shall not then be qualified or execute a general consent to service of
process in any jurisdiction or (ii) undertake any filing obligations in those
states where the Company does not currently meet such filing requirements;
(g) use its best efforts to cause all Registrable Shares to be listed
on each securities exchange, quotation system, market or over-the-counter
bulletin board, if any, on which equity securities by the Company are then
listed or traded;
(h) bear all expenses in connection with this Agreement, including,
without limitation, all registration and filing fees (including all expenses
incident to filing with the NASD), printing expenses, fees and disbursements of
counsel for company, expenses of any special audits incident to or required by
any such registration and expenses of complying with the securities or blue sky
laws of any jurisdiction, other than (i) fees and expenses, if any, of counsel
or other advisors to the Holders and (ii) brokers commissions, discounts or fees
and transfer taxes; and
(i) take all reasonable actions required to prevent the entry of any
stop order issued or threatened by the Commission or any state regulatory
authority with respect to any Registration Statement covering Registrable
Shares, and take all reasonable actions to remove it if entered.
2.2 Indemnification
(a) The Company agrees to indemnify and hold harmless each Holder,
such Holder's directors, officers, partners, agents, each underwriter of
Registered Shares, and each Person who controls any of the foregoing (within the
meaning of Section 15 of the Securities Act) (each an "Indemnified Party") from
and against any losses, claims, damages or liabilities to which such Indemnified
Party may become subject (under the Securities Act or otherwise) insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) arise out of, or are based upon, any Untrue Statement in the
Registration Statement, or arise out of any failure by the Company to fulfill
any undertaking included in the Registration Statement or arise under the
Securities Act or any other statute or at common law and the Company will
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Registration Rights Agreement
reimburse such Indemnified Party for any reasonable legal or other expenses
reasonably incurred in investigating, defending or preparing to defend any such
action, proceeding or claim; provided, however, that the Company shall not be
liable in any such case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, an Untrue Statement made in such Registration
Statement in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Indemnified Party specifically for use in
preparation of the Registration Statement or the failure of such Holder to
comply with the covenants and agreements contained in Section 2.4 hereof
respecting the sale of the Registrable Shares or any Untrue Statement in any
prospectus that is corrected in any subsequent prospectus that was delivered to
the Holder prior to the pertinent sale or sales by the Holder.
(b) Each Holder, severally and not jointly, agrees to indemnify and
hold harmless the Company (and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act, each officer of the
Company who signs the Registration Statement and each director of the Company)
from and against any losses, claims, damages or liabilities to which the Company
(or any such officer, director or controlling person) may become subject (under
the Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, any failure to comply with the covenants and agreements contained in
Section 2.4 hereof respecting sale of the Registrable Shares, or any Untrue
Statement contained in the Registration Statement if, but only if, such Untrue
Statement was made in reliance upon and in conformity with written information
furnished by or on behalf of such Holder specifically for use in preparation of
the Registration Statement and such Holder will reimburse the Company (or such
officer, director or controlling person), as the case may be, for any legal or
other expenses reasonably incurred in investigating, defending or preparing to
defend any such action, proceeding or claim; provided that in no event shall any
indemnity by a Holder under this Section 2.2 exceed the net proceeds received by
such Holder from the sale of the Registrable Shares covered by such Registration
Statement.
(c) Promptly after receipt by any indemnified person of a notice of a
claim or the beginning of any action in respect of which indemnity is to be
sought against an indemnifying person pursuant to this Section 2.2, such
indemnified person shall notify the indemnifying person in writing of such claim
or of the commencement of such action, and, subject to the provisions
hereinafter stated, in case any such action shall be brought against an
indemnified person and such indemnifying person shall have been notified
thereof, such indemnifying person shall be entitled to participate therein, and,
to the extent it shall wish, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified person. After notice from the
indemnifying person to such indemnified person of its election to assume the
defense thereof, such indemnifying person shall not be liable to such
indemnified person for any legal expenses subsequently incurred by such
indemnified person in connection with the defense thereof; provided, however,
that if there
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Registration Rights Agreement
exists or shall exist a conflict of interest that would make it inappropriate,
in the opinion of counsel to the indemnified person, for the same counsel to
represent both the indemnified person and such indemnifying person or any
affiliate or associate thereof, the indemnified person shall be entitled to
retain its own counsel at the expense of such indemnifying person; provided,
however, that no indemnifying person shall be responsible for the fees and
expenses of more than one separate counsel for all indemnified parties. 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 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.
(d) If the indemnification provided for in this Section 2.2 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 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 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. No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. Notwithstanding anything to the
contrary contained herein, any contribution by a Holder hereunder shall not
exceed the net proceeds received by such Holder from the sale of the Shares
covered by the Registration Statement.
2.3 Penalty Payment.
(a) In the event that the Registration Statement required to be filed
pursuant to Section 2.1 relating to Registrable Shares shall not be declared
effective by the Commission within one hundred twenty (120) days from the
Closing Date (the "Final Registration Date"), the Company shall pay each Holder,
in cash, one percent (1%) of such Holder's Purchase Price (prorated for partial
periods) with such payment made pursuant to this Section 2.3 (referred to as a
"Penalty Payment"), within ten (10) days of the end of each thirty
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Registration Rights Agreement
(30) day period following the Final Registration Date, for each such thirty (30)
day period, until the earlier to occur of (i) the effectiveness of the
Registration Statement covering the Registrable Shares, or (ii) until each such
Holder is permitted to publicly sell all of the shares of Common Stock owned by
such Holder during any 3 month period pursuant to Rule 144. For example, if the
Registration Statement becomes effective on the 135th day following the Closing
Date, the Penalty Payment shall equal 1/2% of such Holder's Purchase Price.
(b) The remedies provided for in this Section 2.3 shall be in addition
to any other remedies available to the Holders under this Agreement, at law or
in equity.
2.4 Transfer of Shares After Registration; Notice. The Holder hereby
covenants with the Company not to make any sale of the Registrable Shares after
registration without effectively causing the prospectus delivery requirement
under the Securities Act to be satisfied. The Holder acknowledges that there may
be times when the Company must suspend the use of the prospectus forming a part
of the Registration Statement until such time as an amendment to the
Registration Statement has been filed by the Company and declared effective by
the Commission, or until such time as the Company has filed an appropriate
report with the Commission pursuant to the Exchange Act. The Holder hereby
covenants that it will not sell any Shares pursuant to said prospectus during
the period commencing at the time at which the Company gives the Holder notice
of the suspension of the use of said prospectus and ending at the time the
Company gives the Holder notice that the Holder may thereafter effect sales
pursuant to said prospectus; provided, however, that no such postponement shall
be permitted for more than 90 days during any 12 month period. The foregoing
provisions of this Section 2.4 shall in no manner diminish or otherwise impair
the Company's obligations under Section 2.1.
2.5 Reporting Requirements.
(a) The Company agrees to use its best efforts to:
(i) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;
(ii) 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; and
(iii) so long as any of the Holders own Registrable Shares, to
furnish to the Holders forthwith upon request (1) a written statement by the
Company as to whether it complies with the reporting requirements of said Rule
144, the Securities Act and the Exchange Act, or whether it qualifies as a
registrant whose securities may be resold pursuant to Commission Form S-3, (2) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and
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Registration Rights Agreement
(3) such other information as may be reasonably requested in availing the
Holders of any rule or regulation of the Commission that would permit the
selling of the Registrable Shares without registration.
2.6 Termination of Obligations. The obligations of the Company pursuant to
Sections 2.1 through 2.5 hereof shall cease and terminate upon the earlier to
occur of (i) such time as all of the Registrable Shares have been resold or (ii)
such time as all of the Registrable Shares may be sold during any 3 month period
pursuant to Rule 144, including Rule 144 (k) or (iii) upon the second
anniversary date of the date of effectiveness of the Registration Statement.
2.7. Assignability of Registration Rights. The Registration rights set
forth in this Section 2 are assignable only to assignees acquiring the lesser of
250,000 or more Registrable Shares or all of a Holder's Registrable Shares held
at the time of assignment. Notwithstanding anything to the contrary herein, in
no event shall a Holder of less than 250,000 Registrable Securities assign any
rights herein after 30 days following the Effective Date and prior to the
effectiveness of the Registration Statement. Provided further that the Company
shall not be obligated to file any post-effective amendment to the Registration
Statement solely for the purpose of adding such assignee(s) to the Registration
Statement more than once during any consecutive six month period. For purposes
of this Section 2.7 only, the SSF Purchasers (as defined in the Purchase
Agreement) shall be considered one Holder.
3 Miscellaneous.
a. Consent to Amendments. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended and/or the provisions
hereof waived, only with the written consent of the Company and of Holders
holding sixty-six and two-thirds percent (66 2/3%) or more of the Registrable
Shares at the time held by all Holders (which must include the Registrable
Shares held by the SSF Purchasers, as defined in the Purchase Agreement).
Notwithstanding the foregoing, no amendment or waiver may affect any Holder in
any manner differently from any other Holder without the written consent of such
first mentioned Holder. No course of dealing between the Company and any Holder
or any delay in exercising any rights hereunder or under the Company's
Certificate of Incorporation will operate as a waiver of any rights of any such
Holder.
b. Successors and Assigns. All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
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Registration Rights Agreement
c. Severability. Each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.
d. Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts when taken together shall constitute one and
the same Agreement.
e. Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
f. Notices. All notices, demands, consents or other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been given (i) when personally delivered, (ii) three (3) business days following
mailing thereof, if sent by first class certified mail, return receipt
requested, or (iii) the next business day following transmission or mailing, if
sent by facsimile (receipt confirmed and followed up by one of the other
delivery methods discussed herein as well), Express Mail, Federal Express or
similar service, addressed as follows:
If to any Holder: To the applicable addresses set forth in the Purchase
Agreement
With a Copy to: Winston & Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, X.X. 00000-0000
Attn. Xxxxx X. Xxxxxx, Esq.
Fax No.: (000) 000-0000
If to the Company: Instant Video Technologies, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attn: Xx Xxxxx, Esq.
Fax No.: (000) 000-0000
With a Copy to: Bay Venture Counsel, LLP
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Fax No.: (000) 000-0000
Any party may change its address for purposes hereof by notice given in
accordance with this Section 3.f to each of the other parties hereto.
g. Governing Law. The validity, meaning and effect of this Agreement,
and all amendments and supplements hereto and all waivers and consents
hereunder, shall be determined in accordance with the laws of New York,
applicable to contracts made and to be performed entirely within the State of
New York. Each of the parties hereby submits to personal jurisdiction in the
County of New York,
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Registration Rights Agreement
State of New York solely for purposes of this Agreement and waives any objection
as to venue in the County of New York, State of New York.
h. Schedules and Exhibits. All schedules and exhibits are an
integral part of this Agreement.
i. Litigation Costs. Subject to Section 2.2, if any legal action or
any arbitration or other proceeding is brought for the enforcement of this
Agreement, or because of a dispute, breach, default, or misrepresentation in
connection with any of the provisions of this Agreement, the successful or
prevailing party or parties shall be entitled to recover reasonable attorneys'
fees and other costs incurred in that action or proceeding, in addition to any
other relief to which it or they may be entitled, if and only to the extent that
the applicable arbitrator or court shall so direct and such direction is final
and not subject to appeal or review.
j. Specific Performance. Each party's obligation under this
Agreement is unique. If any party should default in its obligations under this
Agreement, the parties each acknowledge that it would be extremely impracticable
to measure the resulting damages; accordingly, each non defaulting party, in
addition to any other available rights or remedies, may xxx in equity for
specific performance, and the parties each expressly waive the defense that a
remedy in damages will be adequate.
k. Integration. This instrument constitutes the entire agreement of
the parties hereto respecting the registration of the Registrable Shares by the
Holders and correctly sets forth the rights, duties, and obligations of each
party hereto to the others in relation thereto as of its date. Any prior
agreements, promises, negotiations or representations concerning its subject
matter which are not expressly set forth in this Agreement.
l. No Inconsistent Agreements. The Company will not hereafter enter
into any agreement with respect to its securities that is inconsistent with or
violates the rights granted to the holders of Registrable Shares in this
Agreement.
(SIGNATURES FOLLOWING)
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Signature Pages to Instant Video Technologies Registration Rights Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE COMPANY:
INSTANT VIDEO TECHNOLOGIES, INC.
By:
-----------------------------
Name: Xxxxxxx Xxxx
Title: Chairman and CEO
Address: 000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
THE SPECIAL SITUATIONS FUNDS:
SPECIAL SITUATIONS FUND III, L.P. SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: By:
----------------------------- -----------------------------
Name: Xxxxx Greenhouse Name: Xxxxx Greenhouse
Title: Managing Director Title: Managing Director
Address: 000 X. 00xx Xxxxxx, Address: 000 X. 00xx Xxxxxx,
00xx Floor 55th Floor
New York, New York 10022 Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: New York Residence: Cayman Islands
SPECIAL SITUATIONS PRIVATE EQUITY SPECIAL SITUATIONS TECHNOLOGY
FUND, L.P. FUND, L.P.
By: By:
----------------------------- -----------------------------
Name: Xxxxx Greenhouse Name: Xxxxx Greenhouse
Title: Managing Director Title: Managing Director
Address: 000 X. 00xx Xxxxxx, Address: 000 X. 00xx Xxxxxx,
00xx Floor 55th Floor
New York, New York 10022 Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: Xxx Xxxx Xxxxxxxxx: Xxx Xxxx
X-0
OTHER PURCHASERS:
BAYSTAR CAPITAL, L.P. BAYSTAR CAPITAL, L.P.
By: By:
----------------------------- -----------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxx
Title: Managing Partner Title: Managing Partner
Address: 000 Xxxxxx Xxxxxx, Address: 000 Xxxxxx Xxxxxx,
00xx Xxxxx 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: California Residence: California
BAYSTAR INTERNATIONAL LIMITED XXXXXXX CAPITAL
By: By:
----------------------------- -----------------------------
Name: Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx
Title: Managing Partner Title:
Address: 000 Xxxxxx Xxxxxx, Address: 0000 Xxxxxx xx xxx
00xx Xxxxx Xxxxxxxx
Xxx Xxxxxxxxx, XX 00000 Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: California Residence: New York
XXXX XXXXXXXX
By:
-----------------------------
Name: Xxxx Xxxxxxxx
Title:
Address: c/o Xxxxxxx Capital
0000 Xxxxxx xx xxx
Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Residence:
S-2
RAVINIA CAPITAL VENTURES XXXXXX PARTNERS L.P.
By: By:
----------------------------- -----------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Managing Member Title: Managing Partner
Address: 0000 Xxxxxxxx, Xxxxx 00X Address: 000 Xxxx Xxxxxx,
Xxx Xxxx, N.Y. 10023 Suite 2700
Facsimile No.: (000) 000-0000 Xxx Xxxxxxxxx, XX 00000
Residence: New York Facsimile No.: (000) 000-0000
Residence: California
XXXXXX MANAGEMENT, INC. XXXX XXXXXXX
By: By:
----------------------------- -----------------------------
Name: Xxxxxx Rock Address: 000 Xxxxx Xxxxxxx Xxxxxx
Title: President Xxxxx Xxxxxxx, XX 00000
Address: 0000 Xxxx Xxxxxx Xxx Facsimile No.: (000) 000-0000
Xxxxxx Xxxxxx, XX 00000 Residence: California
Facsimile No.: (000) 000-0000
Residence: Xxxxxxxxxx
XXXX XXXXXXXX
XXXXXXX XXXXXX & CO., INC.
CUSTODIAN FBO
XXXXXX LONDON XXXX XXXXX XXXXXXXX SEP-XXX
By: By:
----------------------------- -----------------------------
Address: c/o Cruttenden & Xxxx Title: Chief Technology Officer
000 Xxxxxxxx Xxxxxx Instant Video Technologies,
Xxxxx Xxxxxxx, XX 00000 Inc
Facsimile No.: (000) 000-0000 Address: 0000 Xxxxx Xxxx Xxxxx
Xxxxxxxxx: Xxxxxxxxxx Xxxxxxx, XX 00000
Facsimile No.: __________________
Residence: California
XXXXXX X. XXXXXX
XXXXXXX XXXXXX TRUST (Xxxxxx Investment Group)
By: By:
----------------------------- -----------------------------
Name: Xxxxxxx Xxxxxx Address: Bay Venture Counsel, LLP
Title: Trustee Lake Xxxxxxx Plaza
Address: 00000 Xxxxxxx Xxxx Xxx Xxxxxxxx
Xxxxxxxxx, XX 00000 0000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx No.: (000) 000-0000 Suite 0000
Xxxxxxxxx: Xxxxxxxxxx Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Residence: California
S-3
XXXXXXX X. XXXXXX XXXXX X. XXXX
(Xxxxxx Investment Group) (Xxxxxx Investment Group)
By: By:
----------------------------- -----------------------------
Address: Bay Venture Counsel, LLP Address: Bay Venture Counsel, LLP
Lake Xxxxxxx Plaza Lake Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxxx
0000 Xxxxxxxx Xxxxxx, 0000 Xxxxxxxx Xxxxxx,
Xxxxx 0000 Xxxxx 0000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: California Residence: California
XXXXX X. XXXXXX, TRTE XXXXXXX X. XXXXXXX
(Xxxxxx Investment Group) (Xxxxxx Investment Group)
By: By:
----------------------------- -----------------------------
Address: Bay Venture Counsel, LLP Address: Bay Venture Counsel, LLP
Lake Xxxxxxx Plaza Lake Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxxx
0000 Xxxxxxxx Xxxxxx, 0000 Xxxxxxxx Xxxxxx,
Xxxxx 0000 Xxxxx 0000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: California Residence: California
XXXXX XXXXXXX XXXXXXX X. XXXXXXX
(Xxxxxx Investment Group) (Xxxxxx Investment Group)
By: By:
----------------------------- -----------------------------
Address: Bay Venture Counsel, LLP Address: Bay Venture Counsel, LLP
Lake Xxxxxxx Plaza Lake Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxxx
0000 Xxxxxxxx Xxxxxx, 0000 Xxxxxxxx Xxxxxx,
Xxxxx 0000 Xxxxx 0000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: California Residence: California
XXXXX X. XXXXXXX XXX XXXXXX XXXXX
(Xxxxxx Investment Group) (Xxxxx Investment Group)
By: By:
----------------------------- -----------------------------
Address: Bay Venture Counsel, LLP Address: c/o 3600 West Bayshore
Lake Xxxxxxx Xxxxx Xxxxx 000
Xxxxxxxx Xxxx Xxxx, XX 00000
0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx No.: (000) 000-0000
Suite 0000 Xxxxxxxxx: Xxxxxxxxxx
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Residence: California
S-4
XXXXXX XXXXX XXXXX XXXXX
(Xxxxx Investment Group) (Xxxxx Investment Group)
By: By:
----------------------------- -----------------------------
Address: c/o 0000 Xxxx Xxxxxxxx Address: c/o 0000 Xxxx Xxxxxxxx
Xxxxx 000 Xxxxx 000
Xxxx Xxxx, XX 00000 Xxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: California Residence: California
XXXXX XXXXX XXXXXXX XXXXX
(Xxxxx Investment Group) (Xxxxx Investment Group)
By: By:
----------------------------- -----------------------------
Address: c/o 0000 Xxxx Xxxxxxxx Address: c/o 0000 Xxxx Xxxxxxxx
Xxxxx 000 Xxxxx 000
Xxxx Xxxx, XX 00000 Xxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: California Residence: California
XXXX X. XXXXX III INDEPENDENCE PROPERTIES LLC
(Xxxxx Investment Group)
By: By:
----------------------------- -----------------------------
Address: c/o 0000 Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx
Suite 101 Title:
Xxxx Xxxx, XX 00000 Address: 000 Xxxxxxxx Xxxxx
Facsimile No.: (000) 000-0000 Xxxx, XX 00000
Residence: California Facsimile No.: (000) 000-0000
Residence: California
XXXXXXX XXXX XXXX XXXXXXXX
By: By:
----------------------------- -----------------------------
Address: 000 Xxxxxxx Xxxxx Address: 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: __________________
Residence: California Residence: California
S-5
XXXXX XXXXXX XXXX XXXXXXX
By: By:
----------------------------- -----------------------------
Address: 0000 X. 00xx Xxxxxx Address: 0000 Xxxx Xxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000 Suite 200
Facsimile No.: (000) 000-0000 Xxxxxxx, XX 00000
Residence: Colorado Facsimile No.: (000) 000-0000
Residence: Xxxxxxxxxx
XXXXXX XXXXXXX XXXXX XXXXXXX X. XXXXX
By: By:
----------------------------- -----------------------------
Address: 0000 Xxxxxxxx Xxxxxx Address: 0000 Xxxxxxxxx
Xxxxxxxx Xxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: __________________
Residence: California Residence: California
XXXXX XXXX XXXXX XXXXXX
By: By:
----------------------------- -----------------------------
Address: 0000 Xxxxxxx Xxxxxx, Xxxxx 000 Address: 0000 Xxx Xxxxxxx Xxxx
Xxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: Colorado Residence: Indiana
UNIVERSAL ASSURORS AGENCY, INC. XXXXXX XXXXX
By: By:
----------------------------- -----------------------------
Name: Xxxx X. Xxxxx III Title: Chief Operating Officer
Title: Instant Video Technologies,
-------------------------- Inc
Address: 0000 Xxxx Xxxxxxxx, Xxxxx 000 Address: 000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: __________________
Residence: California Residence: California
S-6
JUNE X. XXXXX HAN XXX XXX
By: By:
----------------------------- -----------------------------
Title: Vice President, Engineering Address: 0000 Xxx Xxxxx Xxxx
Instant Video Technologies, Inc. Xxxxx, XX 00000
Address: 00 Xxxxx Xxxxx Facsimile No.: (000) 000-0000
Xxxxxxxxxxxx, XX 00000 Residence: Texas
Facsimile No.: __________________
Residence: California
XXXX XXXX BAY VENTURE COUNSEL, LLP
By: By:
----------------------------- -----------------------------
Address: 000 Xxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx
Xxx Xxxxx, XX 00000 Title: Managing Partner
Facsimile No.: (000) 000-0000 Address: Bay Venture Counsel, LLP
Residence: California Lake Xxxxxxx Plaza
Building
0000 Xxxxxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Residence: California
XXXXX XXXXXXXX XXXX XXXXXXXX
By: By:
----------------------------- -----------------------------
Address: 000 Xxx Xxxxx Xxxxxx Address: 000 Xxx Xxxxx Xxxxxx,
Xxxxx 000 Xxxxx 000
Xxxxx Xxxx, XX 00000 Xxxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Residence: California Residence: California
XXXXXX XXXXXX XXXXXXX XXXXXXXXX
By: By:
----------------------------- -----------------------------
Address: 0000 Xxxxxxx Xxxxxx. Title: Vice Xxxxxxxxx, Xxxxxxxx
Xxxxx 0000 Xxxxxxxxxxx
Xxxxxx, XX 00000-0000 Instant Video Technologies,
Facsimile No.: (000) 000-0000 Inc.
Residence: Colorado Address: 000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Facsimile No.: __________________
Residence: California
S-7
R&T XXXXXXXX FAMILY PARTNERS
XXXXXX X. XXXX XXXXX XXXXXXXX, General Partner
By: By:
----------------------------- -----------------------------
Address: 0000 Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx,
Xxxxxxx, XX 00000 General Partner
Facsimile No.: __________________ Address: 14 Xxxxxxx Court
Residence: California Xxx Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Residence: California
XXXXX XXXXXXXX XXXXX X. XXXXXXXX
By: By:
----------------------------- -----------------------------
Address: 000 Xxxxxx Xxxx Xxxxxx Title: Vice President, Technology
Xxxxxxxx, XX 00000 Partnerships
Facsimile No.: __________________ Instant Video Technologies,
Residence: California Inc
Address: 000 X. Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Residence: California
XXXXXX XXXXX XXXXX X. XXXXX
By: By:
----------------------------- -----------------------------
Address: 00 Xxxxxx Xxxxxx, Xxx. 00 Address: 0 Xxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000 Xx. Xxxxx, XX 00000
Facsimile No.: __________________ Facsimile No.: (000) 000-0000
Residence: California Residence: New Jersey
XXXXXXX XXX XXXXXXXXX X. XXXXXXXXXX
By: By:
----------------------------- -----------------------------
Address: 00 Xxxxxx Xxxxxx Address: 0000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
Facsimile No.: __________________ Facsimile No.: __________________
Residence: California Residence: California
S-8
XXXXXXX X. XXXXXXXXX XXXXXXX X. XXXXXX
By: By:
----------------------------- -----------------------------
Address: 00000 Xxxxxxxxx Xxxxx Address: 000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000 Facsimile No.: __________________
Residence: Florida Residence: California
XXXX XXXXX XX XXXXX
By: By:
----------------------------- -----------------------------
Address: 0000 00xx Xxxxxx Address: 000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000 Xxxxxx, XX 00000
Facsimile No.: __________________ Facsimile No.: __________________
Residence: California Residence: California
XXXXX BER XXXX SOC BANH
By: By:
----------------------------- -----------------------------
Address: 0000 0xx Xxxxxx Address: 0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
Facsimile No.: __________________ Facsimile No.: __________________
Residence: California Residence: California
S-9
