XXX-XXXXXXX TECHNOLOGIES INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("AGREEMENT") is entered into as of the
6th day of May, 1999 by and among XXX-XXXXXXX TECHNOLOGIES INC., a Wyoming
corporation (the "COMPANY"), and those individuals executing this Agreement
(each a "SHAREHOLDER" and collectively the "SHAREHOLDERS").
RECITALS
A. The Shareholders, pursuant to those certain Securities Purchase
Agreements (the "SECURITIES PURCHASE AGREEMENTS") dated the date hereof by and
among the Company and certain Shareholders, have agreed to purchase from the
Company on the date hereof 92.5 Units (collectively the "UNITS"). Each Unit is
comprised of (i) 250,000 Subordinate Shares (as defined below) of the Company
and (ii) one warrant ("WARRANT") to purchase 125,000 Subordinate Shares of the
Company.
B. As a condition to the purchase of the Units, the Company has agreed to
enter into this Agreement to provide the Shareholders certain registration
rights as set forth herein.
AGREEMENT
In consideration of the foregoing Recitals and the mutual promises
contained herein, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined,
shall have the following meanings:
(a) "COMMISSION" means the Securities and Exchange Commission and any
successor thereto.
(b) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(c) "HOLDERS" means the Shareholders and any subsequent holders of
Registrable Shares to whom the rights hereunder accrue pursuant to SECTION
11 hereof. "HOLDER" means any one of the Holders.
(d) "NASDAQ" means the NASDAQ Stock Market, Inc., which is comprised
of the National Market System and the SmallCap Market.
(e) "REGISTRABLE SHARES" means (i) the Subordinate Shares purchased
pursuant to the Securities Purchase Agreement; (ii) any Subordinate Shares
issued to the Shareholders upon exercise of the Warrants; and (iii) any
other shares of capital stock issued to the Shareholders (or issuable upon
the conversion or exercise of any other
warrant, right or other security which is issued) as a dividend or other
distribution with respect to, in exchange for or in replacement of the
shares referenced in SUBSECTIONS 1(e)(i) AND 1(e)(ii) immediately above;
provided, however, that outstanding Subordinate Shares shall no longer
be Registrable Shares as to the Holder thereof when they (i) shall have
been effectively registered under the Securities Act and sold by the
Holder thereof in accordance with such registration or (ii) are eligible
for sale by the Holder pursuant to paragraph (k) of Rule 144.
(f) "RULE 144" means Rule 144 as promulgated under the Securities
Act.
(g) "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder.
(h) "SUBORDINATE SHARES" means the subordinate voting shares of the
Company, without par value per share.
2. REGISTRATION ON REQUEST - DEMAND REGISTRATION RIGHTS. At any time
after the date that the Company becomes listed on NASDAQ, upon the written
request of the Holders holding at least twenty-five (25%) of the Registrable
Shares, the Company shall use commercially reasonable efforts to effect as
soon as reasonably practicable the registration under the Securities Act of
all Registrable Shares requested to be registered. The Company shall only be
obligated to effect two registrations under this SECTION 2 pursuant to which
Registrable Shares are offered and sold (the withdrawal of a registration
statement at the request of a Holder shall be deemed to be a registration
under this SECTION 2 unless such request for withdrawal is as a result of a
material adverse change in the financial condition of the Company). In the
event that the Company receives a request for registration pursuant to this
SECTION 2 within 90 days of the date when it is anticipated that audited
financial statements for the Company's latest fiscal year will become
available, the Company may delay the filing of a required registration for a
period of not more than 90 days. Any registration statement pursuant to this
section may include other securities of the Company whether being offered or
sold for the account of the Company or of another securityholder unless the
underwriter (or managing underwriter on behalf of all of the underwriters)
advises the Company in writing that, in its opinion, the inclusion of any
such shares in the subject registration statement will materially and
adversely affect the distribution of the Registrable Shares by such
underwriter.
3. INCIDENTAL REGISTRATION - PIGGY-BACK REGISTRATION RIGHTS.
(a) If the Company at any time proposes to register (including for
this purpose a registration effected by the Company for securityholders
other than the Holders) any of its securities under the Securities Act in
connection with the public offering of such securities (other than a
registration on Form X-0, Xxxx X-0 or any form which does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of Registrable Shares or in which
Registrable Shares cannot be included pursuant to Commission rule or
practice), the Company shall, each such time, promptly give each Holder
written notice of such registration (the "PIGGY-
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BACK NOTICE"). Upon the written request of any Holder or Holders, given
within fifteen (15) days after the Holders' receipt of such Piggy-Back
Notice from the Company, the Company shall use commercially reasonable
efforts to include in such registration statement filed with the
Commission under the Securities Act all of the Registrable Shares
requested to be included by the Holder or Holders. Notwithstanding the
foregoing, the Company shall have the right to discontinue its efforts
to register any Registrable Shares pursuant to this SECTION 3 if it
reasonably believes such action is in the best interests of the Company.
(b) If the Company proposes to distribute shares of capital stock
through an underwriting, the Holders (together with the Company and any
other securityholders distributing their securities through such
underwriting) shall enter into an underwriting agreement with the
underwriter (or underwriters) selected for underwriting by the Company.
If any of the Holders disapprove of the terms of any such underwriting,
such Holder may elect to withdraw therefrom by written notice to the
Company and the underwriter.
4. Notwithstanding any contrary provision of this Agreement:
(a) The Company shall not be required to effect more than one
registration pursuant to SECTION 2 in any twelve-month period.
(b) If any registration pursuant to SECTION 3 shall be
underwritten in whole or in part, the Company may require that the
Registrable Shares requested for inclusion pursuant to SECTION 3 be
included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters. If, in the
good faith judgment of the managing underwriter of such public offering
the inclusion of all of the Registrable Shares originally covered by a
request for registration would reduce the number of shares to be offered
by the Company or interfere with the successful marketing of the shares
to be offered by the Company, the number of Registrable Shares otherwise
to be included in the underwritten public offering may be reduced pro
rata (by number of shares) among the holders thereof requesting such
registration.
5. REGISTRATION PROCEDURES. If and whenever the Company is required by
the provisions of this Agreement to use commercially reasonable efforts to
effect the registration of any of its securities under the Securities Act, the
Company will, as soon as practicable:
(a) prepare and file with the Commission a registration statement
with respect to such Registrable Shares and use commercially reasonable
efforts to cause such registration statement to become and remain effective
for the period provided in this SECTION 5;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions
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of the Securities Act with respect to the sale or other disposition of
all securities covered by such registration statement whenever the
seller or sellers of such securities shall desire to sell or otherwise
dispose of the same;
(c) furnish to each Holder, or his or her duly authorized
underwriter, such number of copies of a prospectus, including copies of a
preliminary prospectus, prepared in conformity with the requirements of the
Securities Act, and such other documents as such Holder may reasonably
request in order to facilitate the public sale or other disposition of the
securities to be sold by such Holder;
(d) use commercially reasonable efforts to register or qualify the
securities covered by such registration statement under such state
securities or "blue sky" laws of such jurisdictions as each Holder shall
reasonably request, and do any and all other acts and things which may be
necessary under such securities or "blue sky" laws to enable such Holder to
consummate the public sale or other disposition in such jurisdictions of
the securities to be sold by such Holder; provided, however, that the
Company shall not for any such purpose be required to consent to the
general service of process in any such jurisdiction;
(e) notify each Holder at any time when a prospectus relating to the
Registrable Shares is required to be delivered under the Securities Act, of
the happening of any event as a result of which the prospectus included in
the registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing;
(f) notify each Holder, promptly after the Company shall have
received notice thereof, of the time when the registration statement
becomes effective or any supplement to any prospectus forming a part of the
registration statement has been filed;
(g) notify each Holder, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the
Commission suspending the effectiveness of such registration statement or
the initiation or threatening of any proceeding for such purpose and
promptly use reasonable efforts to prevent the issuance of any stop order
or to obtain its withdrawal if such stop order should be issued; and
(h) provide a transfer agent and registrar for all Registrable Shares
sold under the registration statement not later than the effective date of
the registration statement;
provided, however, that notwithstanding any other provision of this Agreement,
the Company shall not in any event be required to use commercially reasonable
efforts to maintain the effectiveness of any such registration statement for a
period in excess of nine (9) months after the effective date thereof or until
the sellers have sold or otherwise disposed of their Registrable Shares
registered under such registration statement, whichever is earlier.
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6. FURTHER ASSURANCES.
(a) It shall be a condition precedent to the obligations of the
Company to take any action pursuant hereto that each Holder, having chosen
to have its Registrable Shares included for registration, shall furnish to
the Company such information regarding such Holder, the Registrable Shares
and the intended method of disposition of such securities as shall be
required to effect the registration thereof. Each Holder shall be required
to represent to the Company that all such information which is given is
complete and accurate in all material respects. Each Holder shall deliver
to the Company a statement in writing from Holder that it bona fide intends
to sell, transfer or otherwise dispose of the Registrable Shares.
(b) It shall be a condition precedent to the inclusion of the
Registrable Shares of any Holder in a registration effected pursuant to
this Agreement that such Holder shall execute such indemnities,
underwriting agreements and other documents, as the Company or the
managing underwriter shall reasonably request, in order to satisfy the
requirements applicable to such registration.
(c) Each Holder agrees that (i) he or she will comply with the
provisions of the Securities Act with respect to the disposition of its
securities covered by a registration statement required under this
Agreement, (ii) he or she will cooperate with the Company to the extent
required by the Securities Act and applicable "blue sky" or state
securities laws in its efforts to file any registration statement
required hereunder and to have it declared effective, and (iii) upon
receipt of any notice from the Company pursuant to SUBSECTION 5(e), he
or she will forthwith discontinue disposition of Registrable Shares
until he or she receives copies of the supplemented or amended
prospectus or until he or she is advised in writing by the Company that
the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in
the prospectus.
7. RESTRICTIONS ON PUBLIC SALE. Each Holder agrees, if requested in a
timely notice from the underwriter in an underwritten offering, not to effect
any public sale or distribution of securities of the Company (except through the
inclusion of Registrable Shares in such Offering), including a sale pursuant to
Rule 144 under the Securities Act, during the 30-day period prior to, and during
a period requested by the underwriters of up to 90 days (180 days in the case of
a registration statement for an initial public offering of the Company's
securities) subsequent to, the closing date of each underwritten offering made
pursuant to a registration statement.
8. EXPENSES.
(a) REGISTRATION EXPENSES. All expenses incurred by the Company in
effecting the registration provided for in this Agreement, including,
without limitation, all registration and filing fees, printing expenses,
reasonable fees and disbursements of counsel for the Company (including
fees and disbursements of counsel for the Company in its capacity as
counsel to the selling Holders hereunder; provided however, if the
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Company counsel does not make itself available for this purpose or if
such counsel is not reasonably acceptable to the selling Holders, the
Company will pay up to an aggregate of $10,000 of fees and disbursements
of one counsel for selling Holders), expenses of any audits incidental
to or required by any such registration, and all expenses of complying
with the securities or "blue sky" laws or any state shall be paid by the
Company.
(b) SELLING EXPENSES. All underwriting discounts, underwriters'
expense allowance, and selling commissions applicable to Registrable Shares
sold by the Holders, and all fees and disbursements of any special counsel
of the Holders shall be borne by the Holders pro-rata.
9. INDEMNIFICATION. In the event that any Registrable Shares are
included in a registration statement pursuant to this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless the Holders, the officers, directors and members of any
Holder, any underwriter (as defined in the Securities Act) for any Holder
and each person, if any, who controls a 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"): (A) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto; (B) 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 (C) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act,
any applicable state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any applicable state
securities law; and the Company will reimburse such specified persons 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
subsection 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 by the Holder expressly for
use in connection with such registration; and FURTHER PROVIDED HOWEVER,
that the Company shall not be required to indemnify any such specified
person against (A) any liability arising from any untrue or misleading
statement contained in or omission from any preliminary prospectus if such
deficiency is corrected in the final prospectus and such final prospectus
is recirculated as required by law prior to confirmation of any sale
thereunder or (B) any liability which
6
arises out of the failure of any such specified person to deliver a
prospectus as required by the Securities Act.
(b) To the extent permitted by law, the Holders will indemnify and
hold harmless the Company, its directors, its officers, any person who
controls the Company within the meaning of the Securities Act or the
Exchange Act, any underwriter (within the meaning of the Securities Act)
for the Company and any person who controls such underwriter against any
losses, claims, damages or liabilities (joint or several) to which the
Company or any such director, officer, or underwriter or controlling person
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 Violation, in each case to the extent (and only to the extent) that
such Violation occurs in reliance upon and in conformity with written
information furnished by any Holder expressly for use in connection with
such registration; and the Holders will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
underwriter or controlling person thereof, in connection with investigating
or defending any such loss, claim, damage, liability or action; PROVIDED
HOWEVER, that the indemnity agreement contained in this subsection 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 Holders (which consent shall not be unreasonably withheld); and FURTHER
PROVIDED, that notwithstanding anything to the contrary contained in this
Agreement, the Holders' liability under this SECTION 9 shall be limited in
the aggregate to the amount of net proceeds actually received by the
Holders from the sale of Registrable Shares actually sold.
(c) Promptly after receipt by an indemnified party 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 hereunder, notify the indemnifying party in writing
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 notified, 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 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 notify an
indemnifying party within a reasonable time of the commencement of any such
action, to the extent prejudicial to its ability to defend such action,
shall relieve such indemnifying party of any liability to the indemnified
party hereunder, but the omission so to notify the indemnifying party will
not relieve it of any liability that it may have to any indemnified party
otherwise than under this subsection.
(d) If the indemnification provided for in this SECTION 9 is held by
a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss,
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claim, damage or liability (or actions with respect thereof), then such
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 loss, claim, damage or liability (or
actions with respect thereof) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and
the indemnified party on the other in connection with the statements or
omissions which resulted in such loss, claim, damage or liability (or
actions with respect thereof), 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 the indemnified party and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
10. TERMINATION OF REGISTRATION RIGHTS. Notwithstanding the foregoing
provisions of this Agreement, the rights to registration granted hereunder shall
terminate as to any particular Registrable Shares when such Registrable Shares
shall have been effectively registered under the Securities Act or otherwise
sold by the Holders thereof in a public sale in accordance with applicable law,
and such shares shall cease to be Registrable Shares for purposes hereof.
11. ASSIGNABILITY OF REGISTRATION RIGHTS. Subject to SECTION 10, the
registration rights set forth in this Agreement shall accrue to each subsequent
holder of Registrable Shares (who has executed a written consent agreeing to be
bound by the terms and conditions of this Agreement as if a party to this
Agreement) and such subsequent holder shall only have such rights to the extent
Shareholder would be entitled to hereunder prior to such transfer.
11. COMPLIANCE WITH RULE 144. In the event the Company (a) registers a
class of securities under Section 12 of the Exchange Act, or (b) commences to
file reports under Section 13 or 15(d) of the Exchange Act, then at the request
of any Holder who proposes to sell Registrable Shares in compliance with Rule
144, the Company shall, to the extent necessary to enable such Holder to comply
with such Rule,
(a) make and keep public information available as those terms are
understood and defined in Rule 144;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and Exchange Act; and
(c) so long as any Holders own any Registrable Shares, and is not
eligible to sell such Registrable Shares under paragraph (k) of Rule 144,
furnish to the Holder upon reasonable request, a written statement by the
Company as to its compliance with the reporting requirements of Rule 144
and of the Securities Act and Exchange Act, a copy of its most recent
annual or quarterly report, and such other reports and documents so filed
8
as Holder may reasonably request in availing himself of any rule or
regulation of the Commission allowing the Holder to sell any such
securities without registration.
12. NOTICES. All notices, requests, consents, and other communications
hereunder shall be in writing and shall be deemed to have been made when
personally delivered or three business days after sent by first class mail,
postage prepaid, to the following address or such other address as shall be
given by notice delivered hereunder: (a) to each Holder, at the address of such
Holder as shown on the registry books maintained by the Company or its transfer
agent; and (b) if to the Company, at 000 Xxxx Xxxx Xxx Xxxx, Xxxxxxxxxxxx,
Xxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxx, with a copy by like means to
Ungaretti & Xxxxxx, 0000 Xxxxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
Attention: Xxxx X. Xxxxxxxxxx, Esq.
13. SEVERABILITY. Whenever possible, 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 will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
14. REMEDIES. In the event of a breach or a threatened breach by any
party to this Agreement of his or its obligations under this Agreement, any
party injured or to be injured by such breach will be entitled to specific
performance of its rights under this Agreement or to injunctive relief, as the
case may be, in addition to being entitled to exercise all rights provided in
this Agreement and granted by law. The parties agree that the provisions of
this Agreement shall be specifically enforceable, it being agreed by the parties
that the remedy at law, including monetary damages, for breach of any such
provision will be inadequate compensation for any loss and that any defense or
objection in any action for specific performance or injunctive relief that a
remedy at law would be adequate is waived.
15. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
16. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
17. GOVERNING LAW. The validity, meaning and effect of this Agreement
shall be determined in accordance with the laws of the State of Illinois
applicable to contracts made and to be performed in that state.
18. AMENDMENT. This Agreement may only be amended or changed by the
written consent of the Company and 75% in interest of the Holders.
[signature page attached]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
THE COMPANY:
XXX-XXXXXXX TECHNOLOGIES INC.
a Wyoming corporation
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Its: President & CEO
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SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxxx Revocable Trust
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/s/ Xxxxxxxx X. Xxxxxx Trust
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/s/ Xxxxxxx X. Xxxxx Trust
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/s/ Couderay Partners
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/s/ Xxxxxx Xxxx, Xx. Revocable Trust
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/s/ Xxxx Xxxxxxx
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/s/ Morningstar Trust by Xxxx Xxxxxxxxxxx, Trustee
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/s/ Xxxxxx Xxxxxxxxxxx
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/s/ Resolute Partners by Xxxxxx Xxxxxxxxxxx
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/s/ Xxxxxxxxx Asset Management
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/s/ Xxxxxxxx Xxxxxxxxx
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/s/ Xxxxxx X. Xxxxx, Xxxxx Xxxxx, Trustee
--------------------------------------------------
/s/ Xxxxx X. Xxxx Trust, Xxxxx X. Xxxx, Trustee
--------------------------------------------------
/s/ Xxxxxx Xxxx
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/s/ Xxxxxx X. Xxxx Revocable Trust, Xxxxxx X.
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Loeb, Trustee
--------------------------------------------------
/s/ Xxxxxx X. Xxxx
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/s/ Xxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxxxx
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/s/ Xxxxx Xxxxxx
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/s/ JO & Co. by Xxxx X. Xxxxxxx, Partner
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/s/ Xxxxxxx Xxxxxxxxx
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/s/ The Xxxxxxxxxx & Xxxxxxx Profit Sharing Plan &
--------------------------------------------------
Trust by Xxxx X. Xxxxxxxxxx, Trustee
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/s/ Xxxxxxxx X. Xxxxxx Trust, Xxxxxxxx X. Xxxxxx,
--------------------------------------------------
Trustee
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/s/ Xxxxxxx X. Xxxxx
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/s/ Xxxxxxx X. Xxxxx
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/s/ Xxxxxx Xxxxxxx
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/s/ Hans Xxxxxxx Xxxxxx
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/s/ King Xxx Xxxx
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/s/ Xxxxxxx Xx
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