Exhibit 10.30
REGISTRATION RIGHTS AGREEMENT, dated as of this 12 day of March,
1998 (This "Agreement") among UTG Communications International, Inc., a Delaware
corporation (the "Company"), and Medfield Inc., a Panamanian corporation (the
"Investor").
Whereas, pursuant to the Subscription Agreement, the Investor has
agreed to purchase the Shares and a Warrant from the Company in accordance with
the terms and conditions set forth therein.
The Company and the Investor desire to enter into this Agreement to
provide certain registration rights with respect to the Shares and to the shares
of Common Stock issuable upon exercise or conversion of the Warrant.
Accordingly, the parties hereto agree as follows:
1. Certain Definitions.
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Capitalized terms not otherwise defined herein shall have the meaning
set forth in the Subscription Agreement between the foregoing parties, dated as
of even date herewith. As used in this Agreement, the following terms shall
have the meanings ascribed to them below:
"Closing Date" shall mean the closing date of the Subscription
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Agreement.
"Commission" shall mean the Securities and Exchange Commission or any
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other federal agency then administering the Securities Act and other federal
securities laws.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
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amended, or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at any time.
"Holder" or "Holders" shall mean the Investor and/or any party who
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shall hereafter acquire Registrable Securities from the Investor or from the
Company in accordance with the Subscription Agreement and to whom the Investor
assigns rights under this Agreement.
"Person" shall mean any natural person, corporation, partnership,
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firm, association, trust, government, governmental agency or other entity,
whether acting in an individual, fiduciary or other capacity.
"Subscription Agreement" shall have the meaning set forth in the
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recitals of this Agreement.
"Registrable Securities" shall mean any shares of Common Stock
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acquired pursuant to the Subscription Agreement and any shares of Common Stock
issued upon exercise or conversion of the Warrants or Additional Warrants (and
any shares issued upon any subdivision, combination or reclassification of such
shares or any stock dividend in respect of any of such shares) and any shares
of Common stock acquired by the Investor subsequent to the date hereof.
"Securities Act" shall mean the Securities Act of 1933, as amended,
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or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at any time.
2. Registration Under Securities Act, etc.
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2.1. Registration on Request.
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(a) Request. At any time after the date of execution hereof, the
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Holder shall have the right to require the Company to file a
registration statement under the Securities Act covering all or part of
their Registrable Securities, by delivering a written request therefor
to the Company specifying the number of Registrable Securities to be
included in such registration by the Holder and the intended method of
distribution thereof, whereupon the Company will use its best efforts to
effect the registration under the Securities Act of such Registrable
Securities.
(b) Registration Statement Form. Registrations under this
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Agreement shall be on such appropriate registration form of the
Commission as shall be reasonably selected by the Company.
(c) Expenses. The Company will pay the registration expenses in
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connection with any registration requested pursuant to this Agreement.
(d) Selection of Underwriters. The managing underwriter,
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underwriter or underwriters, if any, of each offering of the Registrable
Securities so to be registered shall be selected by the Company subject
to approval by the Holder.
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(g) Limitations on Registration on Request. The Company shall
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not be required to effect more than three Registrations on Request
during the term of this Agreement.
2.2. Piggyback Registration. If the Company proposes at any
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time to register (on its own behalf or on behalf of any third party) any
of its securities under the Securities Act (except registrations solely
for registration of securities in connection with an employee benefit
plan or dividend reinvestment plan or a merger, reorganization, or
consolidation), it will each such time give written notice to each
Holder of its intention to do so and of the Holder's rights hereunder.
Upon the written request of a Holder, to be made within 20 days after
the receipt of any such notice, the Company will use its best efforts to
effect the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the
Holder.
2.3. Limitations on Registration. The Company shall not be
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required to effect any registration of Registrable Securities pursuant
to Section 2.1 or 2.2 hereof if it shall deliver to the Holder an
opinion of counsel (which opinion and counsel shall be reasonably
satisfactory to the Holder) to the effect that all Registrable
Securities held by the Holder may be sold immediately in the public
market without registration under the Securities Act and any applicable
state securities laws.
2.4. Cooperation.
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(a) Preparation: Reasonable Investigation. In connection with
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the preparation and filing of each registration statement under the
Securities Act pursuant to this Agreement, the Holder will give their
full cooperation to the Company, its underwriters, if any, and their
respective counsel and accountants in preparing such registration
statement, each prospectus and amendment related thereto, including
access to books and records (to the extent customarily given to
underwriters) and such opportunities to discuss any factual matters as
shall be deemed necessary by the Company to conduct a reasonable
investigation within the meaning of the Securities Act.
(b) Further Assurances. Each Holder shall immediately notify the
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Company upon discovery that the prospectus included in a registration
statement 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 under which they were made, such. At the request of the
Company each Holder shall take any and all further action, or refrain
from any specified action, as the case may be, so that in the sole
judgment
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of the Company 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 in the light of the circumstances under which they were made.
2.5. Indemnification.
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(a) Indemnification by the Company. In the event of any
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registration of any securities of the Company under the Securities Act, the
Company will, and hereby does, indemnify and hold harmless the Holders and
their respective directors, officers, partners, agents and affiliates and
each other Person who participates as an underwriter in the offering or
sale of such securities and each other Person, if any, who controls any
Holder or any such underwriter within the meaning of the Securities Act,
insofar as losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or
any amendment or supplement thereto, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein in light of the circumstances in which they
were made not misleading, and the Company will reimburse the Holders and
each such director, officer, partner, agent or affiliate, underwriter and
controlling Person for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided, that the Company shall not be
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liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company through an instrument executed by or on behalf of
the Holders or underwriter, as the case may be, specifically stating that
it is for use in the preparation thereof; and provided, further, that the
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Company shall not be liable to any Person who participates as an
underwriter in the offering or sale of Registrable Securities or any other
Person, if any, who controls such underwriter within the meaning of the
Securities Act, in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of such Person's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to
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the written confirmation of the sale of Registrable Securities to such
Person if such statement or omission was corrected in such final prospectus
so long as such final prospectus, and any amendments or supplements
thereto, have been furnished to such underwriter. Such indemnity shall
remain in full force and effect regardless of any investigation made by or
on behalf of the Holders or any such director, officer, partner, agent or
affiliate or controlling Person and shall survive the transfer of such
securities by the Holders.
(b) Indemnification by the Holders. As a condition to including
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any Registrable Securities in any registration statement, the Company shall
have received an undertaking satisfactory to it from the Holders, to
indemnify and hold harmless (in the same manner and to the same extent as
set forth in subdivision (a) of this Section 2.5) the Company, and each
director of the Company, each officer of the Company and each other Person,
if any, who controls the Company within the meaning of the Securities Act,
with respect to any statement or alleged statement in or omission or
alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or
any amendment or supplement thereto, if such statement or alleged statement
or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company through an instrument
duly executed by the Holders specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement; provided, however,
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that the liability of the Holders under this Section 2.5(b) shall be
limited to the amount of proceeds received by the Holders in the offering
giving rise to such liability. Such indemnity shall remain in full force
and effect, regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling Person and shall
survive the transfer of such securities by the Holders.
(c) Contribution. If the indemnification provided for in this
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Section 2.5 shall for any reason be held by a court to be unavailable to an
indemnified party under subparagraph (a) or (b) hereof in respect of any
loss, claim, damage or liability, or any action in respect thereof, then,
in lieu of the amount paid or payable under subparagraph (a) or (b) hereof,
the indemnified party and the indemnifying party under subparagraph (a) or
(b) hereof shall contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating the same), (i) in such proportion as is
appropriate to reflect the relative fault of the Company and the Holders,
with respect to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion
as shall be appropriate
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to reflect the relative benefits received by the Company and the Holder
from the offering of the securities covered by such registration statement.
No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. In
addition, no Person shall be obligated to contribute hereunder any amounts
in payment for any settlement of any action or claim effected without such
Person's consent, which consent shall not be unreasonably withheld.
(e) Other Indemnification. Indemnification and contribution
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similar to that specified in the preceding subdivisions of this Section 2.5
(with appropriate modifications) shall be given by the Company and the
Holder with respect to any required registration or other qualification of
securities under any federal or state law or regulation of any governmental
authority other than the Securities Act.
(f) Indemnification Payments. The indemnification and
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contribution required by this Section 2.5 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage or
liability is incurred. In any case in which it shall be judicially
determined that a party is not entitled to indemnification or contribution,
any payments previously received by such party hereunder shall be promptly
reimbursed.
3. Additional Provisions
(a) The Investor and the Holders may assign their respective
rights and obligations under this Agreement to any other Persons provided
that notice of such assignment is provided to the Company within a
reasonable period of time of such assignment.
(b) The provisions of the Subscription Agreement numbered 12
through 17, respectively, are herein incorporated by reference, and each
reference therein to the Subscription Agreement shall, for purposes of this
Agreement, be interpreted to refer to each of the Subscription Agreement
and this Registration Rights Agreement, with full force and effect as if
fully set forth herein. In addition, with respect to Notices, all notices
or communications to Holders shall be delivered in accordance with the
information such Persons provide the Company from time to time.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered by their respective officers thereunto duly authorized as of the date
first above written.
MEDFIELD INC.
By: /s/ Xxxxx X. Deck
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Name: /s/ Xxxxx X. Deck
Title: President
UTG COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
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Name: /s/ Xxxxxx Xxxxx
Title: CEO
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