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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July
26, 2000, by and among Xxxxxxxxxxxx.xxx, Inc., a Nevada corporation with an
address at 000/000, Xxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx (the
"COMPANY"), and each of the persons listed on the signature page hereof (each, a
"Seller" and collectively, the "Sellers").
WHEREAS:
A. Pursuant to an agreement, dated July 26, 2000, by and
between the parties (the "ACQUISITION AGREEMENT"), the Company has agreed, upon
the terms and subject to the conditions of the Acquisition Agreement, to issue
to the Sellers an aggregate of 169,737 shares of the Company's common stock, par
value $.001 per share (the "SHARES"); and
B. The Acquisition Agreement provides that it is a condition
of the Closing thereunder that the parties enter into this Agreement in order to
provide the Sellers with certain registration rights under the Securities Act of
1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the "1933 ACT"), and applicable state
securities laws:
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Sellers hereby agree as follows:
1. Definitions. As used in this Agreement, the following
terms shall have the following meanings:
(a) "HOLDER" means a Seller and any transferee or assignee
thereof to whom a Seller assigns his or its rights under this Agreement and who
agrees to become bound by the provisions of this Agreement in accordance with
Section 9.
(b) "PERSON" means a corporation, a limited liability company,
an association, a partnership, an organization, a business, a trust, an
individual, a governmental or political subdivision thereof or a governmental
agency.
(c) "REGISTER, " "REGISTERED, " and "REGISTRATION" refer to a
registration effected by preparing and filing one or more registration
statements in compliance with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis ("RULE 415"), and the declaration or ordering of effectiveness of such
registration statement(s) by the United States Securities and Exchange
Commission (the "SEC").
(d) "REGISTRABLE SECURITIES" means the Shares and any shares of
capital stock issued or issuable with respect to the Shares as a result of any
stock split, stock dividend, recapitalization, exchange, combination, merger,
consolidation, distribution or similar event or
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otherwise; provided that there shall be excluded from Registrable Securities any
securities that may be sold at the time in question by the holder thereof
pursuant to Rule 144 under the 1933 Act during any single three-month period (or
any similar period that may be adopted in the future under Rule 144) without
regard to any quantity limitations.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Acquisition Agreement.
2. Registration.
(a) Piggyback Registration. If at any time prior to the second
anniversary of the completion of the transaction contemplated under the
Acquisition Agreement, the Company proposes to register any of its securities
under the 1933 Act (other than in connection with a merger or other
reorganization or pursuant to Form S-8) it will give written notice by
registered mail, at least thirty (30) days prior to filing of each such
registration statement, to all Holders of the Registrable Securities of its
intention to do so. If any of Holder of Registrable Securities notifies the
Company within twenty (20) days after receipt of any such notice of his, its or
their desire to include any such securities in such proposed registration
statement (referred to herein as the "Requesting Holders"), the Company shall
afford each of the Requesting Holders the opportunity to have any such
Registrable Securities included in such registration statement. If the
registration of which the Company gives notice pursuant to this Section 2(a) for
a registered public offering involves an underwriting, the Company so shall
advise as part of the written notice given to the Holders of the Registrable
Securities. In such event, the right of any such holder to registration pursuant
to this Section 2(a) will be conditioned upon such holder's participation in
such underwriting and the inclusion of such Registrable Securities in the
underwriting to the extent provided herein. All Requesting Holders proposing to
distribute Registrable Securities through such underwriting will (together with
the Company and other Holders distributing their securities through such
underwriting) 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 Section 2(a), if the underwriter
determines that marketing factors or market conditions require a limitation on
the number of securities to be underwritten, the underwriter may (subject to
allocation priority set forth below) limit the number of securities included in
the relevant offering and registration. The Company shall advise all Requesting
Holders of the limitation, and the number of Registrable Securities, if any,
that are entitled to be included in such offering and registration shall be
allocated in the following manner: First, all securities to be registered for
the Company's own account, or if such securities are to be registered for the
account of a security holder or security holders having demand registration
rights pursuant to the exercise of which the Company is being required to
undertake such registration, such securities, shall be included in such offering
and registration. Then, the number of Registrable Securities, if any that maybe
included in such offering and registration shall be allocated pro rata to the
Requesting Holders and to others who requested registration, in each case in
proportion, as nearly as practicable, to the respective number of Registrable
Securities which each had requested to be included in such offering and
registration at the time of filing of the registration statement.
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(b) Right Not to Proceed. Notwithstanding the provisions of
Section 2(a), the Company shall have the right at any time after it shall have
give written notice pursuant to Section 2(a) (irrespective of whether a written
request for inclusion of any Registrable Securities shall have been made) to
elect not to file any such proposed registration statement, or to withdraw the
same after the filing but prior to the effective date thereof.
3. Registration Procedures. If and whenever the Company is
required by the provisions of Section 2 to effect the registration of
Registrable Securities under the 1933 Act, the Company will:
(a) prepare and file with the SEC a registration statement with
respect to such securities, and use its best efforts to cause such registration
statement to become and remain effective for such period as may be reasonably
necessary to effect the sale of such securities, not to exceed nine (9) months;
(b) prepare and file with the SEC such amendments to such
registration statement and supplements to the prospectus contained therein as
may be necessary to keep such registration statement effective for such period
as may be reasonably necessary to effect the sale of such securities, not to
exceed the greater of nine (9) consecutive months following the effective date
of the registration statement or 16 months from the date of the audited
financial statements included or incorporated by reference therein;
(c) furnish to the Requesting Holders participating in such
registration (the "Selling Holders") and to the underwriters of the securities
being registered such reasonable number of copies of the registration statement,
preliminary prospectus, final prospectus and such other documents as such
Selling Holders and underwriters may reasonably request in order to facilitate
the public offering of such securities;
(d) use its best efforts to register or qualify the securities
covered by such registration statement under such state securities or blue sky
laws of such jurisdictions as the Selling Holders may reasonably request in
writing within twenty (20) days following the original filing of such
registration statement, except that the Company shall not for any purpose be
required to execute a general consent to service of process or to qualify to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified;
(e) notify the Selling Holders, promptly after it shall receive
notice thereof, of the time when such registration statement has become
effective or a supplement to any prospectus forming a part of such registration
statement has been filed;
(f) notify the Selling Holders promptly of any request by the
SEC for the amending or supplementing of such registration statement or
prospectus or for additional information;
(g) prepare and file with the SEC, promptly upon the request of
any of the Selling Holders, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for such Selling
Holders (and concurred in by counsel for the Company),
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is required under the 1933 Act or the rules and regulations thereunder in
connection with the distribution of Registrable Securities by such Selling
Holders;
(h) prepare and promptly file with the SEC and promptly notify
the Selling Holders of the filing of such amendment or supplement to such
registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the 1933 Act, any event shall have
occurred as the result of which any such prospectus or any other prospectus as
then in effect would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances in which they were made, not misleading; and
(i) advise the Selling Holders, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued.
4. Obligations Of Holders.
(a) At least seven (7) days prior to the first anticipated
filing date of a Registration Statement, the Company shall notify each Holder in
writing of the information the Company requires from each such Holder if such
Holder elects to have any of such Holder's Registrable Securities included in
such Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Holder that
such Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by him, her or it and the intended method of
disposition of the Registrable Securities held by him, her or it as shall be
reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request.
(b) Each Holder, by such Holder's acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration
Statement hereunder, unless such Holder has notified the Company in writing of
such Holder's election to exclude all of such Holder's Registrable Securities
from such Registration Statement.
(c) In the event any Holder elects to participate in an
underwritten public offering pursuant to Section 2, each such Holder agrees to
enter into and perform such Holder's obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations (only with respect to violations
which occur in reliance upon and in conformity with information furnished in
writing to the Company by such Holder expressly for use in the Registration
Statement for such underwritten public offering), with the managing underwriter
of such offering and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of the
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Registrable Securities, unless such Holder notifies the Company in writing of
such Holder's election to exclude all of such Holder's Registrable Securities
from such Registration Statement.
(d) Each Selling Holder agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section
3(f), 3(h) or 3(i), such Selling Holder will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering
such Registrable Securities until such Selling Holder's receipt of the copies of
the supplemented or amended prospectus contemplated by Section 3(f), (g) or
3(h), or notice of the suspension or withdrawal of any stop order or proceeding
referred to in Section 3(i).
(e) No Holder may participate in any underwritten registration
hereunder unless such Holder (i) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements, (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements, and (iii) agrees to pay his, her or its pro
rata share of all underwriting discounts and commissions.
(f) Each Selling Holder agrees that (i) it will not offer or
sell any Registrable Securities under a Registration Statement until it has
received copies of the prospectus included in such Registration Statement as
then amended or supplemented and notice from the Company that such Registration
Statement and any post-effective amendments thereto have become effective as
contemplated in Section 3(e) and (ii) such Seller will comply with the
prospectus delivery requirements of the 1933 Act applicable to it in connection
with sales of Registrable Securities pursuant to such Registration Statement.
5. Expenses.
(a) With respect to each inclusion of Registrable Securities in
a registration statement pursuant to Section 2 hereof, all fees, costs and
expenses of and incidental to such registration, inclusion and public offering
(as specified in paragraph (b) below) in connection therewith shall be borne by
the Company, provided, however, that the Selling Holders shall bear their pro
rata share of the underwriting discount and commissions and transfer taxes.
(b) The fees, costs and expenses of registration to be borne by
the Company as provided in paragraph (a) above shall include, without
limitation, all registration, filing, and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, and all legal fees and
disbursements and other expenses of complying with state securities or blue sky
laws of any jurisdictions in which the securities to be offered are to be
registered and qualified (except as provided in paragraph (a) above). Fees and
disbursements of counsel and accountants for the Selling Holders and any other
expenses incurred by the Selling Holders not expressly included above shall be
borne by the Selling Holders.
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6. Indemnification.
(a) The Company will indemnify and hold harmless each Selling
Holder, its directors and officers, and any underwriter (as defined in the 0000
Xxx) for such holder and each person, if any, who controls such holder or such
underwriter within the meaning of the 1933 Act, from and against, and will
reimburse such holder and each such underwriter and controlling person with
respect to, any and all loss, damage, liability, cost and expense to which such
holder or any such underwriter or controlling person may become subject under
the Act or otherwise, insofar as such losses, damages, liabilities, costs or
expenses are caused by any untrue statement or alleged untrue statement of any
material fact contained in any registration statement covering Registrable
Securities of such Selling Holder, any prospectus contained therein or any
amendment or supplement thereto, or arise out of or are based upon the 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; provided, however, that
the Company will not be liable in any such case to the extent that any such
loss, damage, liability, cost or expenses arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by such Selling Holder, such
underwriter or such controlling person in writing specifically for use in the
preparation thereof.
(b) Each Selling Holder will indemnify and hold harmless the
Company, its directors and officers, any controlling person and any underwriter
from and against, and will reimburse the Company, its directors and officers,
any controlling person and any underwriter with respect to, any and all loss,
damage, liability, cost or expense to which the Company or any controlling
person and/or any underwriter may become subject under the 1933 Act or
otherwise, insofar as such losses, damages, liabilities, costs or expenses are
caused by any untrue statement or alleged untrue statement of any material fact
contained in any registration statement covering Registrable Securities of such
Selling Holder, any prospectus contained therein or any amendment or supplement
thereto, or arise out of or are based upon the 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, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
so made in reliance upon and in strict conformity with written information
furnished by or on behalf of such Selling Holder specifically for use in the
preparation thereof. Each Selling Holder's obligations under this Section 6(b)
shall be limited to an amount equal to the proceeds received by such Selling
Holder of the Registrable Securities sold in any such registration.
(c) Promptly after receipt by an indemnified party pursuant to
the provisions of paragraph (a) or (b) of this Section 6 of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions such indemnified party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of said paragraph
(a) or (b), promptly notify the indemnifying party of the commencement thereof;
but the omission to so notify the indemnifying party will not relieve it from
any liability which it
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may have to any indemnified party otherwise than hereunder. In case such action
is brought against any indemnified party and it notifies the indemnifying party
of the commencement thereof, the indemnifying party shall have the right to
participate in, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party, provided, however, if
the defendants in any action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or in addition to those available to the
indemnifying party, or if there is a conflict of interest which would prevent
counsel for the indemnifying party from also representing the indemnified party,
the indemnified party or parties have the right to select separate counsel to
participate in the defense of such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party pursuant to the provisions of said paragraph
(a) or (b) for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation, unless (i) the indemnified party shall have employed
counsel in accordance with the provisions of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after the notice of the commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party.
(d) No indemnifying party hereunder shall, except with the
approval of each applicable 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 the parties being so
indemnified of a release from all liability in respect to such claim or
litigation.
7. Contribution.
To the extent any indemnification by an indemnifying party
is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 6; (ii) no Selling Holder of Registrable Securities guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000
Xxx) shall be entitled to contribution from any Selling Holder of Registrable
Securities who was not guilty of fraudulent misrepresentation; and (iii)
contribution by any Selling Holder of Registrable Securities shall be limited in
amount to the net amount of proceeds received by such Selling Holder from the
sale of such Registrable Securities.
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8. Exchange Act Registration; Rule 144.
(a) If the Company at any time shall list the Shares on any
securities exchange, the Company will, at its expense, simultaneously list on
such exchange and maintain such listing of all of the Registrable Securities.
(b) The Company shall use its best efforts to take all action as
may be required as a condition to the availability of Rule 144 under the 1933
Act (or any successor exemptive rule hereinafter in effect) with respect to the
Shares. The Company shall furnish to any Holder of Registrable Securities
forthwith upon request (i) a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, (ii) a copy of the most
recent annual or quarterly report of the Company as filed with the SEC, and
(iii) such other reports and documents as a Holder may reasonably request in
availing itself of any rule or regulation of the SEC allowing a Holder to sell
any such Registrable Securities without registration.
9. Assignment Of Registration Rights.
The rights under this Agreement shall be assignable by the
Holder to any transferee of all or any portion of Registrable Securities if: (i)
the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights
are being transferred or assigned ; (ii) at or before the time the Company
receives such written notice the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein, including
providing the Company with a current address for all required notices; and (iii)
such transfer shall have been made in accordance with the applicable federal and
state securities laws.
10. Amendment Of Registration Rights.
The provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
Company and Holders who hold two-thirds (2/3) of the Registrable Securities. Any
amendment or waiver effected in accordance with this Section 10 shall be binding
upon each Holder and the Company.
11. Miscellaneous.
(a) A person or entity is deemed to be a Holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.
(b) Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been
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delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile (provided a confirmation of transmission is mechanically
generated and kept on file by the sending party); (iii) three (3) days after
being sent by certified mail, return receipt requested; or (iv) one (1) day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:
If to the Company:
000/000, Xxx Xxxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxx XX00 0XX
Xxxxxxx
Attention: Xxxxx Xxxxxxxx
Telephone: 000-0000-0000
With a copy to:
Xxxxx Xxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
If to a Holder:
To such holder's address as it appears
under such holder's name on the
signature page or on the Company's or
its transfer agent's records
With a copy to:
Bird & Bird
00 Xxxxxx Xxxx
Xxxxxx XX0X 0XX
Telephone: (0)000 000 0000
Facsimile: (0)000 000 0000
Attention: Xxxxxx Xxxxxx
Each party shall provide five (5) days prior notice to the other party of any
change in address, phone number or facsimile number or the person to whose
attention notices are to be sent.
(c) Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.
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(d) This Agreement shall be governed by and interpreted in
accordance with English law without regard to the principles of conflict of
laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of
the courts sitting in London for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.
(e) This Agreement and the Acquisition Agreement constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Agreement and the Acquisition Agreement supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof.
(f) Subject to the requirements of Section 9 this Agreement
shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.
(g) The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect, the meaning hereof. Any
reference to "Section __" shall refer to the applicable section of this
Agreement.
(h) This Agreement may be executed in two or more identical
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this
Agreement.
(i) Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.
(j) The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied
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against any party.
IN WITNESS WHEREOF, the Sellers and the Company have caused this
Registration Rights Agreement to be duly executed as of the date first written
above.
XXXXXXXXXXXX.XXX, INC.
BY: /s/ Xxxxxxxx Xxxxx
-------------------------------------
Xxxxxxxx Xxxxx
XXXXXXXXXXXX.XXX, INC.
BY: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Xxxxxxxx Xxxxxxx
XXXXXXXXXXXX.XXX, INC.
BY: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxx
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SIGNATURE PAGE FOR SELLERS
/s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Xxxxxxxx Xxxxxxx
00(0) Xx. Xxxxxxx Xxxx
Xxxxxx XX0 0XX
24,523 Shares
/s/ Ziauddin
-------------------------------------
Ziauddin
0 Xxxxxxx Xxxx, Xxxxxx
Xxxxxx. XX0 0XX
24,523 Shares
/s/ Lik Mui
-------------------------------------
Lik Mui
000 Xxxxxxxx Xxxxx,
Xxxxxxxxx, M.A. USA
12,429 Shares
/s/ Xxxxxxx XxXxxxxx
-------------------------------------
Xxxxxxx XxXxxxxx
00 Xxxxxxxxxx Xxx,
Xxxxxx X0X 0XX
598 Shares
/s/ Zain Naqi
-------------------------------------
Zain Naqi
00 Xxxxxxxxx Xxx,
Xxxxxx. XX0 0XX
20,000 Shares
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/s/ Xxxxxxx Xxxx
-------------------------------------
Xxxxxxx Xxxx
00 Xxxxxxxx Xxxxxx
Xxxxxx. XX0 0XX
6,000 Shares
/s/ Xxxxxxxx Xxxxxx
-------------------------------------
Xxxxxxxx Xxxxxx
0 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, M.A. USA
1,400 Shares
/s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Xxxxxxxx Xxxxxxx
0 Xxxxxxx Xxxxx,
Xxxxxx X00 0XX
10,000 Shares
Xxxxxxx.xxx Inc
By: /s/ Xxxx Xxxx
---------------------------------
Xxxx Xxxx, General Partner
319K AABC Aspen
Colorado, USA
6,148 Shares
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Branded Limited
By: /s/ Xxxxxx Xxx
--------------------------------
Xxxxxx Xxx, Managing Partner
Xxxxxx Xxxxxx Xxxxx
000 Xxxxxx Xxxxxx Xxxx
Xxxxxx XX00 0XX
3,163 Shares
Then Limited
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx, Managing Director
00 Xxx Xxxxxx,
Xxxxxxxx, Xxxxxx XX0 0XX
50,000 Shares
/s/ Clive Hulskramer
-------------------------------------
Clive Hulskramer
00 Xxxxxxxx Xxx Xxxx
Xxxxxx, X0 0XX
1,689 Shares
/s/ Xxxxxxxxxxx XxXxx
-------------------------------------
Xxxxxxxxxxx XxXxx
00 Xxxxxxxxx Xxx,
Xxxxxx, Xx0 0XX
951 Shares
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/s/ Xxxxxx Xxxxxxxxxxxx
-------------------------------------
Xxxxxx Xxxxxxxxxxxx
000 Xxxxxx Xxxxxx, Xxx # 000
Xxxxxx, X.X. XXX
8,287 Shares
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