REGISTRATION RIGHTS AGREEMENT
REGISTRATION
RIGHTS AGREEMENT (this “Agreement”),
dated
as of January 31, 2008, by and among Chazak Value Corp., a Delaware corporation
(the “Company”),
and
the stockholders listed on Exhibit A hereto, referred to hereinafter as the
“Stockholders”
and
each individually as a “Stockholder.”
RECITALS
WHEREAS,
each of the Stockholders invested in The 500 Group, LLC (the “500
Group”)
for
the purpose of providing the funds necessary to purchase 4,620,000 shares (the
“Shares”)
of the
Company’s Common Stock, par value $0.01 per share (the “Common
Stock”),
in
connection with the implementation of the Plan of Reorganization, as amended
(the “Plan”),
of
PubliCARD, Inc. (the “Debtor”);
WHEREAS,
pursuant to the Contribution Agreement, entered into as of October 26, 2007,
by
and between the 500 Group and the Debtor, the 500 Group agreed to contribute
$500,000 to the Debtor on the effective date of the Plan in exchange for the
Shares and the releases and related provisions set forth in the Plan, which
contribution was made and which Shares were issued on the date
hereof;
WHEREAS,
pursuant to the Funding Agreement, dated as of January 18, 2008, by and among
the 500 Group, the Debtor and each of the Stockholders, (i) upon its receipt
of
the Shares, the 500 Group agreed to distribute such Shares to the Stockholders
in proportion to their investment in the 500 Group under the Funding Agreement
(the “Distribution”)
and
(ii) the Parties agreed to enter into this Agreement and the Stockholders
Agreement (the “Stockholders Agreement”); and
WHEREAS,
the parties desire to enter into this Agreement in order to grant registration
rights to the Stockholders as set forth below.
NOW,
THEREFORE, in consideration of these premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto agree as follows:
SECTION
1. GENERAL.
1.1 Definitions.
As used
in this Agreement the following terms shall have the following respective
meanings:
(a) “Acquisition”
means
(A) any consolidation or merger of the Company with or into any other
corporation or other entity or person, or any other corporate reorganization,
other than any such consolidation, merger or reorganization in which the
stockholders of the Company immediately prior to such consolidation, merger
or
reorganization, continue to hold at least a majority of the voting power of
the
surviving entity in substantially the same proportions (or, if the surviving
entity is a wholly owned subsidiary, its parent) immediately after such
consolidation, merger or reorganization or (B) any transaction or series of
related transactions to which the Company is a party in which in excess of
fifty
percent (50%) of the Company’s voting power is transferred.
(b) “Exchange
Act”
means
the Securities Exchange Act of 1934, as amended.
(c) “Holder”
means
any person owning of record Registrable Securities that have not been sold
to
the public or any assignee of record of such Registrable Securities transferred
in a private transaction in accordance with Section 2 or Section 6 of the
Stockholders Agreement.
(d) “Register,”
“registered,”
and
“registration”
refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.
(e) “Registrable
Securities”
means
(a) Common Stock of the Company transferred to the initial Holders pursuant
to
the Distribution under the Funding Agreement in the amounts set forth on Exhibit
A (the “Shares”)
and
(b) any Common Stock of the Company issued as (or issuable upon the conversion
or exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to, or in exchange for or in
replacement of, such above-described securities. Notwithstanding the foregoing,
Registrable Securities shall not include any securities (i) sold by a person
to
the public either pursuant to a registration statement or Rule 144 or (ii)
sold
in a private transaction in accordance with Section 2 or Section 6 of the
Stockholders Agreement in which the transferor’s rights under Section 2 of this
Agreement are not assigned.
(f) “Registrable
Securities then outstanding”
shall be
the number of shares of the Company’s Common Stock that are Registrable
Securities and are then issued and outstanding.
(g) “Registration
Expenses”
shall
mean all expenses incurred by the Company in complying with Sections 2.1 hereof,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, blue sky fees
and
expenses and the expense of 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).
(h) “Rule
144”
means
Rule 144, as amended from time to time, promulgated under the Securities
Act.
(i) “SEC”
or
“Commission”
means
the Securities and Exchange Commission.
(j) “Securities
Act”
shall
mean the Securities Act of 1933, as amended.
(k) “Selling
Expenses”
shall
mean all underwriting discounts and selling commissions applicable to the sale
by a Holder and any fees and disbursements of counsel to such
Holder.
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(l) “Special
Registration Statement”
shall
mean (i) a registration statement relating to any employee benefit plan or
(ii)
with respect to any corporate reorganization or transaction under Rule 145
of
the Securities Act, any registration statements related to the issuance or
resale of securities issued in such a transaction or (iii) a registration
related to stock issued upon conversion of debt securities.
SECTION
2. REGISTRATION
2.1 Piggyback
Registrations.
(a) The
Company shall notify all Holders in writing at least ten (10) days prior to
the
filing of any registration statement under the Securities Act for purposes
of a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding Special Registration Statements) and will afford each
such Holder an opportunity to include in such registration statement all or
part
of such Registrable Securities held by such Holder. Each Holder desiring to
include in any such registration statement all or any part of the Registrable
Securities held by it shall, within ten (10) days after the above-described
notice from the Company, so notify the Company in writing. Such notice shall
state the intended method of disposition of the Registrable Securities by such
Holder. If a Holder decides not to include all of its Registrable Securities
in
any registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities
in
any subsequent registration statement or registration statements as may be
filed
by the Company with respect to offerings of its securities, all upon the terms
and subject to the conditions set forth herein.
(b) If
the
registration statement of which the Company gives notice under this Section
2.1
is for an underwritten offering, the Company shall so advise the Holders. In
such event, the right of any such Holder to include Registrable Securities
in a
registration pursuant to this Section 2.1 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 enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Company.
Notwithstanding any other provision of this Agreement, if the underwriter
determines in good faith that marketing factors require a limitation of 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 the
Holders on a pro rata basis based on the total number of Registrable Securities
held by the Holders electing to include their shares in such registration;
and
third, to any stockholder of the Company (other than a Holder) on a pro rata
basis based on the number of shares of Common Stock then held. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to
withdraw therefrom by written notice to the Company and the underwriter,
delivered at least ten (10) business days prior to the effective date of the
registration statement. Any Registrable Securities excluded or withdrawn from
such underwriting shall be excluded and withdrawn from the registration. For
any
Holder which is a partnership, limited liability company or corporation, the
partners, retired partners, members, retired members and stockholders of such
Holder, or the estates and family members of any such partners, retired
partners, members and retired members and any trusts for the benefit of any
of
the foregoing person shall be deemed to be a single “Holder,” and any pro rata
reduction with respect to such “Holder” shall be based upon the aggregate amount
of shares carrying registration rights held by all entities and individuals
included in such “Holder,” as defined in this sentence.
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(c) The
Company shall have the right to terminate or withdraw any registration initiated
by it under this Section 2.1 whether or not any Holder has elected to include
shares in such registration, and shall promptly notify any Holder that has
elected to include shares in such registration of such termination or
withdrawal.
2.2 Expenses
of Registration.
All
Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Section 2.1 herein shall be borne by
the
Company. All Selling Expenses incurred in connection with any registrations
hereunder, shall be borne by the Holders of the securities so registered, as
applicable.
2.3 Obligations
of the Company.
In
connection with the registration of any Registrable Securities, the Company
shall:
(a) Furnish
to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and
such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.
(b) Use
its
reasonable efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders; provided that
the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process
in
any such states or jurisdictions.
(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 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. The Company will
use
reasonable efforts to amend or supplement such prospectus in order to cause
such
prospectus not to include any 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 in the light of the circumstances then
existing.
2.4 No
Right to Delay Registration; Furnishing Information.
(a) No
Holder
shall have any right to obtain or seek an injunction restraining or otherwise
delaying any such registration as the result of any controversy that might
arise
with respect to the interpretation or implementation of this Section
2.
(b) It
shall
be a condition precedent to the obligations of the Company to take any action
pursuant to Section 2.1 that the selling Holders shall furnish to the Company
such information regarding themselves, the Registrable Securities held by them
and the intended method of disposition of such securities as shall be reasonably
required by the Company in connection with the registration of their Registrable
Securities.
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2.5 Indemnification.
In the
event any Holder’s Registrable Securities are included in a registration
statement under Section 2.1:
(a) To
the
extent permitted by law, the Company will indemnify and hold harmless each
such
Holder, the partners, members, officers and directors of each such Holder,
any
underwriter (as defined in the Securities Act) for such Holder and each person,
if any, who controls such Holder or underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as
such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out
of or are based upon any of the following statements, omissions or violations
(collectively a “Violation”)
by the
Company: (i) any untrue statement or alleged untrue statement of a material
fact
contained in such registration statement or incorporated by reference therein,
including any preliminary prospectus or final prospectus contained therein
or
any amendments or supplements thereto or in any issuer free writing prospectus,
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law in connection with the offering covered by such registration
statement; and the Company will reimburse each such Holder, partner, member,
officer, director, underwriter or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided however,
that the indemnity agreement contained in this Section 2.5(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, nor shall the Company be liable in any
such
case for any such loss, claim, damage, liability or action to the extent that
it
arises out of or is based upon a Violation which occurs in reliance upon and
in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, partner, member, officer, director,
underwriter or controlling person of such Holder.
(b) To
the
extent permitted by law, each Holder will, if Registrable Securities held by
such Holder are included in the securities as to which such registration is
being effected, indemnify and hold harmless the Company, each of its directors,
its officers and each person, if any, who controls the Company within the
meaning of the Securities Act, any underwriter and any other Holder selling
securities under such registration statement or any of such other Holder’s
partners, directors or officers or any person who controls such Holder, against
any losses, claims, damages or liabilities (joint or several) to which the
Company or any such director, officer, controlling person, underwriter or other
such Holder, or partner, director, officer or controlling person of such other
Holder may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities
(or
actions in respect thereto) arise out of or are based upon any of the following
statements: (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement or incorporated by reference
therein, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto or in any issuer free writing
prospectus, (ii) the omission or alleged omission to state therein a material
fact required to be stated therein, or necessary to make the statements therein
not misleading, or (iii) any violation or alleged violation by the Company
of
the Securities Act (collectively, a “Holder
Violation”),
in
each case to the extent (and only to the extent) that such Holder Violation
occurs in reliance upon and in conformity with written information furnished
by
such Holder expressly for use in connection with such registration; and each
such Holder will reimburse any legal or other expenses reasonably incurred
by
the Company or any such director, officer, controlling person, underwriter
or
other Holder, or partner, officer, director or controlling person of such other
Holder in connection with investigating or defending any such loss, claim,
damage, liability or action if it is judicially determined that there was such
a
Holder Violation; provided, however, that the indemnity agreement contained
in
this Section 2.5(b) 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 Holder, which consent shall not be unreasonably withheld;
provided further, that in no event shall any indemnity under this Section 2.5(b)
exceed the net proceeds from the offering received by such Holder.
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(c) Promptly
after receipt by an indemnified party under this Section 2.5 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 2.5, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right
to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided,
however,
that an
indemnified party shall have the right to retain its own counsel, with the
fees
and expenses thereof to be paid by the indemnifying party, if representation
of
such indemnified party by the counsel retained by the indemnifying party would
be inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall relieve
such indemnifying party of any liability to the indemnified party under this
Section 2.5 to the extent, and only to the extent, prejudicial to its ability
to
defend such action, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to
any
indemnified party otherwise than under this Section 2.5.
(d) If
the
indemnification provided for in this Section 2.5 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any
losses, claims, damages or liabilities referred to herein, the indemnifying
party, in lieu of indemnifying such indemnified party thereunder, shall to
the
extent permitted by applicable law contribute to the amount paid or payable
by
such indemnified party as a result of such loss, claim, damage or liability
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 Violation(s) or Holder Violation(s) that resulted in such
loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law 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; provided, that in no event shall any contribution by
a
Holder hereunder exceed the net proceeds from the offering received by such
Holder.
6
(e) The
obligations of the Company and Holders under this Section 2.5 shall survive
completion of any offering of Registrable Securities in a registration statement
and, with respect to liability arising from an offering to which this Section
2.5 would apply that is covered by a registration filed before termination
of
this Agreement, such termination. No indemnifying party, in the defense of
any
such claim or litigation, shall, except with the consent of each indemnified
party, consent to entry of any judgment or enter into any settlement which
does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.
2.6 “Market
Stand-Off” Agreement.
Each
Holder hereby agrees that such Holder shall not sell, transfer, make any short
sale of, grant any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale, any Common Stock
(or other securities) of the Company held by such Holder (other than those
included in the registration) during the 180-day period following the effective
date of a registration statement of the Company filed under the Securities
Act;
provided, that all officers and directors of the Company are bound by and have
entered into similar agreements. The obligations described in this Section
2.6
shall not apply to a registration relating solely to employee benefit plans
on
Form S-1 or Form S-8 or similar forms that may be promulgated in the future,
or
a registration relating solely to a transaction on Form S-4 or similar forms
that may be promulgated in the future.
2.7 Agreement
to Furnish Information.
Each
Holder agrees to execute and deliver such other agreements as may be reasonably
requested by the Company or the underwriter of an offering including Registrable
Securities that are consistent with the Holder’s obligations under Section 2.6
or that are necessary to give further effect thereto. In addition, if requested
by the Company or the representative of the underwriters of Common Stock (or
other securities) of the Company, each Holder shall provide, within ten (10)
days of such request, such information as may be required by the Company or
such
representative in connection with the completion of any public offering of
the
Company’s securities pursuant to a registration statement filed under the
Securities Act. The obligations described in Section 2.6 and this Section 2.7
shall not apply to a Special Registration Statement. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said day
period. Each Holder agrees that any permitted transferee of any shares of
Registrable Securities, other than shares sold to the public through a
registration or pursuant to Rule 144 shall be bound by Sections 2.6 and 2.7.
The
underwriters of the Company’s stock are intended third party beneficiaries of
Sections 2.6 and 2.7 and shall have the right, power and authority to enforce
the provisions hereof as though they were a party hereto.
2.8 Termination
of Registration Rights.
The
right of any Holder to request inclusion of Registrable Securities in any
registration pursuant to Section 2.1 hereof shall terminate upon the earlier
of:
(i) the date three (3) years after the date of this Agreement; or (ii) such
time
as such Holder holds less than 1% of the Company’s outstanding Common Stock and
all Registrable Securities of the Company held by and issuable to such Holder
(and its affiliates) may be sold pursuant to Rule 144 during any ninety (90)
day
period. Upon such termination, such shares shall cease to be “Registrable
Securities” hereunder for all purposes.
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SECTION
3. MISCELLANEOUS.
3.1 Governing
Law.
(a) This
Agreement shall be governed by and construed under the laws of the State of
Delaware in all respects as such laws are applied to agreements among Delaware
residents entered into and to be performed entirely within Delaware, without
reference to conflicts of laws or principles thereof. The parties agree that
any
action brought by any party under or in relation to this Agreement, including
without limitation to interpret or enforce any provision of this Agreement,
shall be brought in, and each party agrees to and does hereby submit to the
jurisdiction and venue of, any state or federal court located in the City of
New
York, New York.
(b) Each
party hereto hereby irrevocably and unconditionally waives any right such party
may have to a trial by jury in respect of any litigation directly or indirectly
arising out of or relating to this Agreement, or the transactions contemplated
by this Agreement. Each party certifies and acknowledges that (i) no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation,
seek
to enforce the foregoing waiver, (ii) each party understands and has considered
the implications of this waiver, (iii) each party makes this waiver voluntarily,
and (iv) each party has been induced to enter into this Agreement by, among
other things, the mutual waivers in this paragraph 3.1(b).
3.2 Successors
and Assigns. Except
as
provided herein, none of the Stockholders may assign any of its rights or
delegate any of its duties under this Agreement. Any purported assignment in
violation of this Agreement will be void ab
initio. A
Stockholder may assign the registration rights hereunder corresponding to
Registrable Securities in connection with (a) the sale or transfer of
Registrable Securities to its affiliates, in a private transaction exempt from
registration under the Securities Act and other applicable securities laws,
as
confirmed in each case by an opinion of counsel reasonably acceptable to the
Company or (b) a sale of Registrable Securities in accordance with Section
2 of
the Stockholders Agreement, provided
that
such transferee shall, as a condition to the effectiveness of such transfer,
execute a counterpart to this Agreement assuming all of the obligations of
the
transferring Stockholder with respect to such securities and agreeing to be
treated as if an original party hereto. Notwithstanding the foregoing or any
other provisions herein, no such assignment will relieve such Stockholder of
its
obligations hereunder.
3.3 Entire
Agreement.
This
Agreement, the Exhibit, the Stockholders Agreement and the other documents
delivered pursuant thereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and no party
shall be liable or bound to any other in any manner by any oral or written
representations, warranties, covenants and agreements except as specifically
set
forth herein and therein. Each party expressly represents and warrants that
it
is not relying on any oral or written representations, warranties, covenants
or
agreements outside of this Agreement.
8
3.4 Severability.
In the
event one or more of the provisions of this Agreement should, for any reason,
be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal
or
unenforceable provision had never been contained herein.
3.5 Amendment
and Waiver.
(a) Except
as
otherwise expressly provided, this Agreement may be amended or modified, and
the
obligations of the Company and the rights of the Holders under this Agreement
may be waived, only upon the written consent of the Company and the holders
of
at least a majority of the Registrable Securities then outstanding.
(b) For
the
purposes of determining the number of Holders entitled to vote or exercise
any
rights hereunder, the Company shall be entitled to rely solely on the list
of
record holders of its stock as maintained by or on behalf of the
Company.
3.6 Delays
or Omissions.
It is
agreed that no delay or omission to exercise any right, power or remedy accruing
to any party, upon any breach, default or noncompliance by another party 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 any party’s part of any breach, default or
noncompliance under this Agreement or any waiver on such party’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. All
remedies, either under this Agreement, by law, or otherwise afforded to any
party, shall be cumulative and not alternative.
3.7 Notices.
All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b)
when sent by confirmed electronic mail or facsimile if sent during normal
business hours of the recipient; if not, then on the next business day, (c)
five
(5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications to the Stockholders shall be sent
to
the address as set forth on the signature pages hereof and communications to
the
Company, at its corporate offices, or at such other address as any such party
may designate by ten (10) days advance written notice to the other parties
hereto.
3.8 Attorneys’
Fees.
In the
event that any suit or action is instituted under or in relation to this
Agreement, including without limitation to enforce any provision in this
Agreement, the prevailing party in such dispute shall be entitled to recover
from the losing party all fees, costs and expenses of enforcing any right of
such prevailing party under or with respect to this Agreement, including without
limitation, such reasonable fees and expenses of attorneys and accountants,
which shall include, without limitation, all fees, costs and expenses of
appeals.
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3.9 Titles
and Subtitles.
The
titles of the sections and subsections of this Agreement are for convenience
of
reference only and are not to be considered in construing this
Agreement.
3.10 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one instrument.
Facsimile or email transmission of an executed counterpart of this Agreement
shall be deemed to constitute due and sufficient delivery of such counterpart,
and such signatures shall be deemed original signatures for purposes of the
enforcement and construction of this Agreement.
3.11 Aggregation
of Stock.
All
shares of Registrable Securities held or acquired by affiliated entities or
persons or persons or entities under common management or control shall be
aggregated together for the purpose of determining the availability of any
rights under this Agreement.
3.12 Pronouns.
All
pronouns contained herein, and any variations thereof, shall be deemed to refer
to the masculine, feminine or neutral, singular or plural, as to the identity
of
the parties hereto may require.
3.13 Termination.
This
Agreement shall terminate and be of no further force or effect upon the earlier
of (i) an Acquisition or (ii) the date three (3) years following the date of
this Agreement.
[SIGNATURE
PAGES TO FOLLOW]
IN
WITNESS WHEREOF, the parties hereto have executed this REGISTRATION RIGHTS
AGREEMENT as of the date set forth in the first paragraph hereof.
| CHAZAK VALUE CORP. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
|
Name: Xxxxxx X. Xxxxxxxx |
||
| Title: Chairman & CEO | ||
| STOCKHOLDERS: | ||
| XXXXXXX XXXXX | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxx | |
|
|
||
|
FOLIO
HOLDINGS, LLC
|
||
| |
|
|
| By: | /s/ Xxxxxxxx Xxxxx | |
|
Name: Xxxxxxxx Xxxxx |
||
|
Title:
Managing
Member
|
||
| IA CAPITAL PARTNERS, LLC | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxxxx | |
|
Name: Xxxxx Xxxxxxxxx |
||
| Title: Managing Member | ||
|
RIDGE
VIEW GROUP, LLC
|
||
| |
|
|
| By: | /s/ Xxxxx Xxxxxx | |
|
Name: Xxxxx Xxxxxx |
||
| Title: Managing Partner | ||
| XXXXXX X. XXXXXXXX | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
|
|
||
10
EXHIBIT
A
|
Holder
|
Registrable
Securities transferred pursuant to the
Distribution
|
|
Folio
Holdings, LLC
|
924,000
shares of Common Stock
|
|
IA
Capital Partners, LLC
|
924,000
shares of Common Stock
|
|
Xxxxxxx
Xxxxx
|
924,000
shares of Common Stock
|
|
Ridge
View Group, LLC
|
924,000
shares of Common Stock
|
|
Xxxxxx
X. Xxxxxxxx
|
924,000
shares of Common Stock
|
11
