EXHIBIT 10.5
ASTRATA GROUP INCORPORATED
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the
27th day of September, 2004, by and between Astrata Group Incorporated, a Nevada
corporation (the "Company"), and Xxxxxx Xxxxx Xxxxx, an individual (the
"Holder").
RECITALS
WHEREAS, in connection with the granting of a warrant (the "Warrant")
to the Holder for the purchase of up to 48,000 shares of the Company's common
stock, the Holder has requested and the Company has granted certain registration
rights, as more specifically; set forth hereinbelow;
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1. REGISTRATION RIGHTS. The Company covenants and agrees as follows:
1.1 DEFINITIONS. For purposes of this Section 1:
(a) The term "1933 Act" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
(b) The term "Common Stock" shall mean the Common Stock of the
Company.
(c) The term "1934 Act" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.
(d) The terms "register," "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act, and the declaration or
ordering of, effectiveness of such registration statement or document.
(e) The term "Registrable Securities" means (i) the Warrant
Shares (subject to appropriate adjustment for stock splits, stock dividends,
combinations and other recapitalizations after the date hereof (collectively, a
"Recapitalization")), (ii) any Common Stock of the Company issued as a dividend
or other distribution with respect to, or in exchange for, or in replacement of
the shares referenced in (i) above, and (iii) the 489,672 shares of Common Stock
owned of record by the Holder as of the date hereof, excluding in all cases,
however, any Registrable Securities that have been sold by a person privately,
pursuant to the provisions of Rule 144, or pursuant to a registration statement
under the 1933 Act covering such Registrable Securities that has been declared
effective by the SEC.
(f) The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares of Common Stock
outstanding that are Registrable Securities.
(g) The term "Restricted Security" means any share of Common
Stock except any such share that (i) has been registered pursuant to an
effective registration statement under the 1933 Act and sold in a manner
contemplated by the Shelf Registration Statement, (ii) has been transferred in
compliance with Rule 144 under the 1933 Act (or any successor provision thereto)
or is
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transferable pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto), or (iii) has otherwise been transferred and a new share of
Common Stock not subject to transfer restrictions under the 1933 Act has been
delivered by or on behalf of the Company.
(h) The term "SEC" shall mean the Securities and Exchange
Commission and any successor thereto.
(i) The term "Warrant Shares" shall mean the Common Stock of the
Company underlying the Warrant.
1.2 INFORMATION UNDER 1934 ACT. With a view to making available to
the Holder the benefits of Rule 144 promulgated under the 1933 Act and any other
rule or regulation of the SEC that may at any time permit the Holder to sell
securities of the Company to the public without registration, the Company agrees
to:
(a) Make and keep public information available, as those terms
are understood and defined in SEC Rule 144;
(b) File with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act or deliver
to the Company's market-makers all current information required of the Company
under Section 15c2-11 of the 1934 Act and to make all financial statements of
the Company available to its stockholders; and
(c) Furnish to the Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144,
the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents, if any, so
filed by the Company, and (iii) such other information as may be reasonably
requested in availing the holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.
1.3 PIGGYBACK RIGHTS OF THE HOLDER. If (but without any obligation
to do so) the Company proposes to register (including for this purpose a
registration effected by the Company for stockholders other than the Holder) any
of its stock or other securities under the 1933 Act in connection with the
public offering of such securities solely for cash (other than a registration
relating solely to the sale of securities to participants in a Company stock
plan or a registration on 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 the Registrable Securities), the Company shall, at such
time, promptly give the Holder written notice of such registration. Upon the
written request of the Holder given within twenty (20) days after mailing of
such notice by the Company in accordance with Section 2.5, the Company shall,
subject to the provisions of Section 1.8, cause to be registered under the 1933
Act, and included in any underwriting involved, all of the Registrable
Securities that the Holder has requested to be registered.
1.4. SHELF REGISTRATION ON FORM S-3. The Company shall use
commercially reasonable efforts to qualify for the use of Form S-3 or any
comparable successor form or forms. After the Company has qualified for the use
of Form S-3, in addition to the rights contained in Section 1.3 hereof, the
Holder shall have the right to request (by mailing of a written notice to the
Company in accordance with Section 2.5) the registration on Form S-3 (the Shelf
Registration Statement") of Registrable Securities; PROVIDED, HOWEVER, that the
Holder may not request registration more than once in any six-month period (if
the Company shall have filed a Shelf Registration Statement in connection
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with such prior request) and that each such request shall be for not less than
48,000 shares of Registrable Securities. The Company shall use commercially
reasonable efforts to file a Shelf Registration Statement with the SEC not later
than 45 days following its receipt of such request and thereafter to cause the
Shelf Registration Statement to be declared effective; PROVIDED, HOWEVER, the
Company may exercise a one time, 90-day deferral of its obligation to file a
Shelf Registration Statement following a registration request by the Holder
under this Section 1.4. The Company shall use all reasonable efforts to keep the
Shelf Registration Statement continuously effective in order to permit the
Prospectus to be usable by the Holder for resales of Registrable Securities
until the earlier of (a) the sale under the Shelf Registration Statement of all
the Registrable Securities registered thereunder or (b) all of the Securities
ceasing to be Restricted Securities.
1.5 OBLIGATIONS OF THE COMPANY. Whenever required under this Section
1 to effect the registration of any Registrable Securities, the Company, at its
expense, shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective and, subject to the proviso in this
Section 1.5(a), keep such registration statement effective for a period of up to
one hundred eighty (180) days or until the distribution contemplated in the
Registration Statement has been completed; PROVIDED, HOWEVER, that applicable
rules under the 1933 Act governing the obligation to file a post-effective
amendment permit, in lieu of filing a post-effective amendment that (i) includes
any prospectus required by Section 10(a)(3) of the 1933 Act, or (ii) reflects
facts or events representing a material or fundamental change in the information
set forth in the registration statement, the incorporation by reference of
information required to be included in (i) and (ii) above to be contained in
periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act in the
registration statement.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the 1933 Act with respect to the disposition of all securities
covered by such registration statement.
(c) Furnish to the Holder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as it may reasonably
request from time to time in order to facilitate the disposition of Registrable
Securities owned by it.
(d) Use its best 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 Holder;
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, unless the Company is
already required to qualify to do business or subject to service in such
jurisdiction and except as may be required by the 1933 Act.
(e) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. If the Holder
makes such request referenced in Section 1.3, above, to have his Registrable
Securities included in such registration and underwriting, the Holder shall also
enter into and perform his obligations under such an underwriting agreement.
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(f) Notify the Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the 1933 Act of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and, at
the request of the Holder, prepare and furnish to the Holder a reasonable number
of supplements to, or amendment of, such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such share, such prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or incomplete in light of the circumstances then existing.
(g) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.
(h) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.
(i) Make available for inspection by the Holder participating in
such registration, any underwriter participating in any disposition pursuant to
such registration, and any attorney or accountant retained by the Holder or
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers and directors to
supply all information reasonably requested by the Holder, underwriter, attorney
or accountant in connection with such registration statement; PROVIDED, HOWEVER,
that the Holder, underwriter, attorney or accountant shall agree to hold in
confidence and trust all information so provided.
(j) Make available to the Holder participating in such
registration, upon the request of the Holder:
(i) in the case of an underwritten public offering, a copy of
any opinion of counsel for the Company provided to the underwriters
participating in such offering, dated the date such shares are delivered to such
underwriters for sale in connection with the registration statement;
(ii) in the case of an underwritten public offering, a copy of
any "comfort" letters provided to the underwriters participating in such
offering and signed by the Company's independent public accountants who have
examined and reported on the Company's financial statements included in the
registration statement, to the extent permitted by the standards of the AICPA or
other relevant authorities; and
(iii) a copy of all documents filed with and all
correspondence from or to the SEC in connection with any such offering other
than non-substantive cover letters and the like.
(k) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least 12 months, but not more than 18 months, beginning with the first month
after the effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the 1933 Act.
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1.6 FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with
respect to Registrable Securities of any selling Holder that the Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of the Holder's Registrable
Securities.
1.7 EXPENSES OF COMPANY REGISTRATION. The Company shall bear and pay
all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Sections 1.3 and 1.4 for the Holder and compliance with the terms
hereof, including (without limitation) all registration, filing, and
qualification fees, printers and accounting fees relating or apportionable
thereto and the fees and disbursements of counsel for the Company in its
capacity as counsel to the selling Holder hereunder; if Company counsel does not
make itself available for this purpose, the Company will pay the reasonable fees
and disbursements of the selling Holder's counsel, but excluding underwriting
discounts and commissions relating to Registrable Securities.
1.8 REDUCTIONS OF REGISTRABLE SECURITIES TO BE INCLUDED. In
connection with any offering involving an underwriting of shares of the
Company's capital stock, the Company shall not be required under Section 1.3 to
include the Holder's securities in such underwriting unless it accepts the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it and then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the offering by the
Company. If the total amount of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the amount of
securities sold other than by the Company that the underwriters determine in
their sole discretion is compatible with the success of the offering, then the
Company shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the selling stockholders
according to the total amount of securities entitled to be included therein
owned by each selling stockholder or in such other proportions as shall mutually
be agreed to by such selling stockholders).
1.9 DELAY OF REGISTRATION. The Holder shall not 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 1.
1.10 INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless the Holder, each officer and director of the Holder, any
underwriter (as defined in the 0000 Xxx) of the Holder and each person, if any,
who controls the Holder or underwriter within the meaning of the 1933 Act or the
1934 Act, against any losses, claims, damages, or liabilities (joint or several)
to which they may become subject under the 1933 Act, the 1934 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"): (i)
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; (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 1933 Act, the
1934 Act, any state securities law or any rule or regulation promulgated under
the 1933 Act, the 1934 Act or any state securities law; and the Company
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will pay to the Holder, underwriter or controlling person 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 1.10(a) shall not apply
to (1) the Holder if he is either an officer or director of the Company at the
time of the statement, omission or violation (a "Management Holder") unless such
Management Holder has sold shares included in the registration statement, (2)
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), or (3) 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
the Holder (including each officer and director of the Holder), underwriter or
controlling person.
(b) To the extent permitted by law, the selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the 1933 Act, any underwriter and any
controlling person of any such underwriter, against any losses, claims, damages,
or liabilities (joint or several) to which any of the foregoing persons may
become subject, under the 1933 Act, the 1934 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 the Holder, or by an officer
or director of the Holder expressly for use in connection with such
registration; and the Holder will pay any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this Section
1.10(b) in connection with investigating or defending any such loss, claim,
damage, liability, or action; PROVIDED, HOWEVER, that the indemnity agreement
contained in this Section 1.10(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 1.10(b) exceed the gross proceeds from the offering received
by the Holder net of underwriters' commissions and discounts.
(c) Promptly after obtaining actual knowledge of any third party
claim or action as to which it may seek indemnification under this Section 1.10,
an indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 1.10, deliver to the indemnifying
party a written notice 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 (together with all other indemnified parties which may
be represented without conflict by one counsel) shall have the right to retain
one separate 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 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 1.10, if, and to the extent that, such
failure is prejudicial to such indemnifying party's 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 1.10.
(d) If the indemnification provided for in this Section 1.10 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
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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 (including, without limitation, legal and other expenses incurred by
such indemnified party in investigating or defending any such action or claim)
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 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. Notwithstanding the provisions of this Section 1.10, the
Holder shall not be required to contribute any amount or make any other payments
under this Agreement which in the aggregate exceed the net proceeds received by
the Holder from the offering covered by the applicable registration statement.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(f) The obligations of the Company and Holder under this Section
1.10 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.
1.11 SUBSEQUENT GRANTS OF REGISTRATION RIGHTS. If, during the term
of this Agreement, the Company shall grant to any stockholder registration
rights that, except for the term thereof, provide rights greater or more
favorable than those provided herein including demand registration rights, the
Holder shall be entitled to registration rights equivalent to those so granted,
without any action on their part, and this Agreement shall be deemed to have
been amended to include such additional registration rights.
1.12 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
transferred only to any person or entity that is a relative or an affiliate of
the Holder.
1.13 "MARKET STAND-OFF" AGREEMENT. The Holder hereby agrees that,
during the period of duration specified by the Company and an underwriter of
common stock or other securities of the Company, following the effective date of
a registration statement of the Company filed under the 1933 Act, it shall not,
to the extent requested by the Company and such underwriter, directly or
indirectly sell, offer to sell, contract to sell (including, without limitation,
any short sale), grant any option to purchase or otherwise transfer or dispose
of (other than to donees who agree to be similarly bound) any securities of the
Company held by him any time during such period except common stock included in
such registration; PROVIDED, HOWEVER, that:
(a) Such agreement shall be applicable only to the first two
such registration statements of the Company which covers common stock (or other
securities) to be sold on its behalf to the public in an underwritten offering;
(b) Such market stand-off time period shall not exceed 180 days;
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(c) Such agreement shall not be applicable three (3) years after
the effective date of the first registration statement for a public offering of
securities of the Company; and
(d) All officers and directors of the Company and holders of
record of not less than three percent of the Company's common stock enter into
similar agreements.
In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of the
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.
Notwithstanding the foregoing, the obligations described in this
Section 1.13 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated
in the future, or a registration relating solely to a Commission Rule 145
transaction on Form S-4 or similar forms which may be promulgated in the future.
1.14 TERMINATION OF REGISTRATION RIGHTS. The Holder shall not be
entitled to exercise any right provided for in this Section 1 five (5) years
after the Holder has tendered consideration for the relevant Registrable
Securities.
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
transferees of any shares of Registrable Securities). Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
2.2 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California.
2.3 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.
2.4 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
2.5 NOTICES. Any notice required or permitted under this Agreement
shall be given in writing and shall be deemed effectively given upon personal
delivery to the party to be notified or by telex or confirmed facsimile, or one
delivery day after deposit with a recognized overnight express delivery service
or courier (for FedEx Express Overnight [or equivalent] delivery to and from an
address within the United States of America) or three delivery days after
deposit with a recognized overnight express delivery service or courier (for
FedEx Express International Priority [or equivalent] delivery to and from an
address outside the United States of America), and addressed to the party to be
notified at the address indicated for such party below, or at such other address
as such party may designate by ten days' advance written notice to the other
party:
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(a) If to the Company: Astrata Group Incorporated
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
Facsimile: 000-000-0000
With a copy to: Xxxxx Xxxx LLP
(which shall not 0000 Xxxx Xxxxxx, Xxxxx 000
constitute notice) Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx, Esq.
Facsimile: 000-000-0000
(b) If to the Holder: Xxxxxx Xxxxx Xxxxx
Xxxxx Xxxxxxxxxxxx Xx. 00X
Xxxxxxxxx Xxxx
Xxxxxxx 00000 Xxxxxxxxx
Fax: 000-00-00-000-0000
With a copy to: Greene, Radovsky, Xxxxxxx & Share LLP
(which shall not Four Embarcadero Center, Suite 4000
constitute notice) Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Facsimile: 000-000-0000
or to such other person or address as any party shall specify by notice in
writing to each of the other parties. All such notices, requests, demands,
waivers and communications shall be deemed to have been received on the date of
delivery if the date of transmission is electronically endorsed automatically on
the media or evidenced by courier service documentation. If notice is mailed or
transmitted in a manner in which date of delivery cannot be ascertained from the
media used or courier service records, notice shall be deemed given on the fifth
business day after the mailing or other transmission or delivery thereof. A
notice of a change of address shall be effective only upon receipt.
2.6 EXPENSES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
the Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this Section 2.7 shall be binding upon each holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities, and the Company; provided that, without the consent of
the Company and all holders of Registrable Securities then outstanding, no
amendment to this Agreement may be made that (i) modifies this Section 2.7, or
(ii) would effect the holders of the Registrable Securities in a
disproportionate manner (other than any disproportionate results that are due to
a difference in the relative stock ownership in the Company).
2.8 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
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2.9 AGGREGATION OF STOCK. All shares of Registrable Securities held
or acquired by affiliated entities or persons shall be aggregated together for
the purpose of determining the availability of any rights under this Agreement.
2.10 ENTIRE AGREEMENT. This Agreement constitutes the full and
entire understanding and agreement between the parties regarding the matters set
forth herein. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon the successors,
assigns, heirs, executors, and administrators of the parties hereto.
2.11 FURTHER ASSURANCES. At any time, and from time to time, each
party will execute such additional instruments and take such action as may be
reasonably requested by any other party to carry out the intent and purposes of
this Agreement.
2.12 JURY TRIAL WAIVER. THE PARTIES AGREE TO WAIVE THEIR SEPARATE
RIGHTS TO A TRIAL BY JURY. THIS WAIVER MEANS THAT ANY TRIAL WILL BE BEFORE A
JUDGE.
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.
ASTRATA GROUP INCORPORATED
By:
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Name: Xxxxxx Xxxxxx
Title: Chief Executive Officer
By:
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Name: Xxxxxxx Xxxxxx
Title: Assistant Secretary
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XXXXXX XXXXX XXXXX
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