Exhibit 10
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of the 18th day of December, 1998, by and among IVI Checkmate Corp., a
Delaware corporation (the "Company"), and the undersigned shareholders (the
"Shareholders") of Debitek Holdings Limited, a company under the laws of England
and Wales ("Debitek").
RECITALS
Whereas, the Company is issuing to the Shareholders an aggregate of up to
916,666 shares of the Company's $.01 per share par value common stock (the
"Common Stock"), pursuant and subject to that certain Share Purchase Agreement
dated as of November 2, 1998 (the "Share Purchase Agreement"), between the
Company, Debitek and the Shareholders; and
Whereas, the Company and the Shareholders agreed in the Share Purchase
Agreement to enter into this Agreement;
Now, Therefore, in consideration of the mutual promises, representations,
warranties and conditions set forth in this Agreement, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Definitions and References.
For purposes of this Agreement, in addition to the definitions set forth
above and elsewhere herein, the following terms shall have the following
respective meanings:
"Affiliate" of a Holder shall mean a person who controls, is controlled by
or is under common control with such Holder, or the spouse or children (or
a trust exclusively for the benefit of a spouse and/or children) of such
Holder, or, in the case of a Holder which is a partnership, its partners.
"Commission" shall mean the U.S. Securities and Exchange Commission and any
successor agency.
"Escrowed Shares" shall mean any of the shares issued pursuant to the Share
Purchase Agreement which were placed in escrow and remain in escrow
pursuant to the terms of the General Escrow Agreement, the Xxxx Xxxx
Specific Escrow Agreement or the German Tax Specific Escrow Agreement (as
those terms are defined in the Share Purchase Agreement).
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Holder" shall mean each Shareholder or any transferee or assignee thereof
to whom the rights under this Agreement are transferred in accordance with
the provisions of Section 13 hereof.
"Other Stockholders" shall mean Persons who, by virtue of an agreement
with the Company, are entitled to include their Securities in any
registration effected under this Agreement;
"Person" shall mean an individual, partnership, joint stock company,
corporation, trust or unincorporated organization, and a government or
agency or political subdivision thereof.
"Register," "registered" and "registration" shall refer to a registration
effected by preparing and filing a registration statement or similar
document in compliance with the Securities Act and the declaration or
ordering of effectiveness of such registration statement or document.
"Registrable Stock" shall mean the Shares and any securities of the Company
issued as a dividend or other distribution with respect to, or in exchange
for or in replacement of, the Shares. For purposes of this Agreement, any
Registrable Stock shall cease to be Registrable Stock when (x) a
registration statement covering such Registrable Stock has been declared
effective and such Registrable Stock has been disposed of pursuant to such
effective registration statement, (y) such Registrable Stock is sold by a
person in a transaction in which the rights under the provisions of this
Agreement are not assigned or (z) such Registrable Stock may be sold
pursuant to Rule 144 (or any similar provision then in force, but not Rule
144A) under the Securities Act without registration under the Securities
Act.
"Security" or "Securities" shall have the meaning set forth in Section 2(1)
of the Securities Act;
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Shares" shall mean any of the up to 916,666 shares of Common Stock issued
pursuant to the Share Purchase Agreement which are not Escrowed Shares.
2. Restrictive Legend.
Each certificate representing Shares or Escrowed Shares shall, except as
otherwise provided in this Section 2 or in Section 3, be stamped or otherwise
imprinted with a legend substantially in the following form:
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"This security has not been registered under the Securities Act of 1933 and
may not be transferred or otherwise disposed of unless it has been
registered under that Act or an exemption from registration is available."
A certificate shall not bear such legend if in the opinion of counsel
satisfactory to the Company (it being agreed that Xxxxxx & Bird LLP shall be
satisfactory) the securities being sold thereby may be publicly sold without
registration under the Securities Act.
3. Notice of Proposed Transfer.
Prior to any proposed transfer of any Shares (other than under the
circumstances described in Section 4 or Section 5), the holder thereof shall
give written notice to the Company of its intention to effect such transfer.
Each such notice shall describe the manner of the proposed transfer and, if
requested by the Company, shall be accompanied by an opinion of counsel
satisfactory to the Company (it being agreed that Xxxxxx & Bird LLP shall be
satisfactory) to the effect that the proposed transfer may be effected without
registration under the Securities Act, whereupon the holder of such stock shall
be entitled to transfer such stock in accordance with the terms of its notice;
provided, however, that no such opinion of counsel shall be required for a
transfer to one or more partners of the transferee (in the case of a transferee
that is a partnership) or to an Affiliated corporation (in the case of a
transferee that is a corporation). Each certificate for Shares transferred as
above provided shall bear the legend set forth in Section 2, except that such
certificate shall not bear such legend if (i) such transfer is in accordance
with the provisions of Rule 144 or Rule 144A of the Securities Act (or any other
rule permitting public sale without registration under the Securities Act) or
(ii) the opinion of counsel referred to above is to the further effect that the
transferee and any subsequent transferee (other than an Affiliate of the
Company) would be entitled to transfer such securities in a public sale without
registration under the Securities Act. The restrictions provided for in this
Section 3 shall not apply to securities which are not required to bear the
legend prescribed by Section 2 in accordance with the provisions of that
Section.
4. Request for Registration.
(a) Holders of at least 100,000 shares of the Registrable Stock issued
(the "Initiating Holders") may request in a written notice that the Company file
a registration statement under the Securities Act (or a similar document
pursuant to any other statute then in effect corresponding to the Securities
Act) covering the registration of any or all Registrable Stock held by such
Initiating Holders in the manner specified in such notice, provided that there
must be included in such registration at least 100,000 shares of the Registrable
Stock issued pursuant to the Purchase Agreement. Following receipt of any
notice under this Section 4, the Company shall (i) within ten (10) days notify
all other Holders of such request in writing and (ii) use its best efforts to
cause to be registered under the Securities Act all Registrable Stock that the
Initiating Holders and such other Holders have, within ten (10) days after the
Company has given such notice, requested be registered in accordance with the
manner of disposition specified in such notice by the Initiating Holders.
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(b) The offering made pursuant to such demand shall not be underwritten.
(c) Notwithstanding any provision of this Agreement to the contrary,
(i) the Company shall not be required to effect a registration
pursuant to this Section 4 during the period beginning on the date of this
Agreement until the date the Company has published the financial results
covering at least thirty (30) days of combined operations of the Company
and Debitek after the closing of the Purchase Agreement (the "Pooling
Restriction Period") provided, that the Company shall actively employ in
good faith all reasonable efforts to cause such registration statement to
become effective as soon as possible after the end of the Pooling
Restriction Period;
(ii) the Company shall not be required to effect a registration
pursuant to this Section 4 during the period starting with the date of
filing by the Company of, and ending on a date one hundred twenty (120)
days following the effective date of, a registration statement pertaining
to a public offering of securities for the account of the Company;
provided, that the Company shall actively employ in good faith all
reasonable efforts to cause such registration statement to become effective
as soon as possible;
(iii) if the Company shall furnish to such Holders a certificate
signed by the chairman of the Company stating that, in the good faith
opinion of the board of directors of the Company, such registration would
interfere with any material transaction then being pursued by the Company,
then the Company's obligation to use its best efforts to file a
registration statement shall be deferred until, in the good faith opinion
of the board of directors of the Company, such registration would not
interfere with any material transaction then being pursued by the Company,
but in any event not longer than 120 days;
(iv) the Company shall not be required to register more than 305,555
Shares in any registration pursuant to this Section 4 and the number of
shares that may be included in the registration by each of the Holders
shall be reduced, on a pro rata basis (based on the number of shares
requested to be included in such registration) by such minimum number of
shares as is necessary to comply with this limitation, and
(v) if a registration pursuant to this Section 4 has been effected,
the Company shall not be required to effect another registration statement
pursuant to this Section 4 until 15 days after the most recent such
registration statement is no longer affective.
(d) The Company shall not be obligated to effect and pay for more than
three (3) registrations pursuant to this Section 4; provided, that a
registration requested pursuant to this Section 4 shall not be deemed to have
been effected for purposes of this Section 4(d) unless (i) it has been declared
effective by the Commission, (ii) it has
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remained effective for the period set forth in Section 6(a), (iii) Holders of
Registrable Stock included in such registration have not withdrawn sufficient
shares from such registration such that the remaining holders requesting
registration would not have been able to request registration under the
provisions of Section 4 and (iv) the offering of Registrable Stock pursuant to
such registration is not subject to any stop order, injunction or other order or
requirement of the Commission (other than any such stop order, injunction, or
other requirement of the Commission prompted by any act or omission of Holders
of Registrable Stock).
5. Company Registration.
(a) If the Company shall determine to register any of its equity
securities either for its own account or for the account of Other Stockholders,
other than a registration relating solely to benefit plans, a registration
relating to convertible securities of the Company (including any underlying
equity securities), a registration relating to any securities sold pursuant to a
Rule 144A transaction, a registration relating to a transaction described in
Rule 145(a) under the Securities Act, or a registration on any registration form
which does not permit secondary sales or does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities, the Company will:
(i) promptly give to each of the Holders a written notice thereof
(which shall include a list of the jurisdictions in which the Company
intends to attempt to qualify such securities under the applicable blue sky
or other state securities laws); and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting involved
therein, up to all the Registrable Securities specified in a written
request or requests, made by any Holder within ten (10) business days after
the giving of the written notice from the Company described in clause (i)
above, except as set forth in Section 5(c) below. Such written request
shall specify the amount of Registrable Securities intended to be disposed
of by a Holder and may specify all or a part of the Holders' Registrable
Securities.
Notwithstanding the foregoing, if, at any time after giving such written
notice of its intention to effect such registration and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register such equity
securities the Company may, at its election, give written notice of such
determination to the Holders and thereupon the Company shall be relieved of its
obligation to register such Registrable Securities in connection with the
registration of such equity securities (but not from its obligation to pay
expenses incurred in connection with registration as provided in Section 8 of
this Agreement).
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(b) Underwriting.
If the registration of which the Company gives notice is for a registered
public offering involving an underwriting, the Company shall so advise each of
the Holders as a part of the written notice given pursuant to Section 5(a)(i).
In such event, the right of each of the Holders to registration pursuant to this
Section 5 shall be conditioned upon such Holders' participation in such
underwriting and the inclusion of such Holders' Registrable Securities in the
underwriting to the extent provided herein. The Holders whose shares are to be
included in such registration shall (together with the Company and the Other
Stockholders distributing their securities through such underwriting) enter into
an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for the underwriting (the "Representative")
by the Company or such Other Stockholders, as the case may be. Such
underwriting agreement will contain such representations and warranties by the
Company and such other terms and provisions as are customarily contained in
underwriting agreements with respect to secondary distributions, including, the
provision of opinions of counsel and accountants' letters to the effect and to
the extent provided in Section 6, and the representations and warranties by, and
the other agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of the Holders whose
shares are to be included in such registration. If any of the Holders or any
officer, director or Other Stockholder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.
(c) Priority In Company Registrations.
If a registration pursuant to this Section 5 involves an underwritten
public offering and the Representative advises the Company that, in its view,
either (x) the size of the offering that the Company, the Holders and any other
equity securityholders intend to make or (y) the combination of securities that
the Company, the Holders and such other securityholders intend to include in
such offering are such that the success of the offering would be materially and
adversely affected, then (A) if the size of the offering is the basis of such
Representative's advice, the Company shall so advise all holders of securities
requesting registration, and the amount of securities that are entitled to be
included in the registration and underwriting shall be allocated in the
following manner:
(aa) first, all the Securities to be sold for the Company's account or
for other holders of securities who by contractual right demanded such
registration ("Other Demanding Holders"), with such priorities among them as the
Company may determine; and
(bb) second, the number of shares that, pursuant to a contractual right,
may be included in the registration and underwriting by each of the Holders and
each other securityholder (other than Other Demanding Holders) shall be reduced,
on a pro rata basis
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(based on the number of shares requested to be included in such registration),
by such minimum number of shares as is necessary to comply with such limitation;
and
(B) if the combination of securities to be offered is the basis of such
Representative's advice, (x) the Registrable Securities to be included in such
offering shall be reduced as described in clause (A) above and (y) if the
actions described in sub-clause (x) of this clause (B) would, in the judgment of
the Representative, be insufficient to eliminate the adverse effect that
inclusion of the Registrable Securities requested to be included or other
Company securities proposed to be included would have on such offering, then the
Company may decrease the number of Registrable Securities so requested, and the
securities of shareholders of the Company other than the Holders, to be included
in such registration (to the extent possible, pro rata on the basis of the
percentage of Registrable Securities requested to be so registered by the
Holders and any securities to be included by shareholders of the Company other
than the Holders) to the extent necessary to produce the combination recommended
by the Representative.
6. Obligations of the Company.
Whenever required under this Agreement to use its best efforts to effect
the registration of any Registrable Stock, the Company shall, as expeditiously
as possible:
(a) prepare and file with the Commission a registration statement with
respect to such Registrable Stock and use its best efforts to cause such
registration statement to become and remain effective for seventy-five (75)
days;
(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 effective and to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Stock covered by such registration statement;
(c) furnish to the Holders such numbers of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus and any amendments or supplements thereto, in conformity with the
requirements of the Securities Act and such other documents and information as
they may reasonably request;
(d) use its best efforts to register or qualify the Registrable Stock
covered by such registration statement under such other securities or blue sky
laws of such jurisdiction within the United States as shall be reasonably
appropriate for the distribution of the Registrable Stock covered by the
registration statement; provided, however, that the Company shall not be
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required in connection therewith or as a condition thereto to qualify to do
business in or to file a general consent to service of process in any
jurisdiction wherein it would not but for the requirements of this paragraph (d)
be obligated to do so; and provided, further, that the Company shall not be
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required to qualify such Registrable Stock in any jurisdiction in which the
securities regulatory authority requires that any Holder submit any shares of
its Registrable Stock to the terms, provisions and restrictions
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of any escrow, lockup or similar agreement for consent to sell Registrable Stock
in such jurisdiction unless such Holder agrees to do so;
(e) promptly notify each Holder for whom such Registrable Stock is covered
by such registration statement, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made, and at the request of any such Holder promptly prepare and
furnish to such Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, 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 light of the circumstances under which they were made;
(f) furnish, at the request of any Holder requesting registration of
Registrable Stock pursuant to this Agreement, on the date that the registration
statement with respect to such shares of Registrable Stock becomes effective,
(2) letters dated such date from the independent certified public accountants of
the Company, addressed to the Holders making such request and, if such
accountants refuse to deliver such letters to such Holders, then to the Company
(i) stating that they are independent certified public accountants within the
meaning of the Securities Act and that, in the opinion of such accountants, the
financial statements and other financial data of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereto, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act and (ii) covering such other
financial matters (including information as to the period ending not more than
five (5) business days prior to the date of such letters) with respect to the
registration in respect of which such letter is being given as such Holders
holding a majority of the Registrable Stock included in such registration, as
the case may be, may reasonably request and as would be customary in such a
transaction;
(g) enter into customary agreements and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of the
Registrable Stock to be so included in the registration statement;
(h) otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, but not later than eighteen (18) months after
the effective date of the registration statement, an earnings statement covering
the period of at least twelve (12) months beginning with the first full month
after the effective date of such registration statement, which earnings
statements shall satisfy the provisions of Section 11(a) of the Securities Act;
and
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(i) use its best efforts to list the Registrable Stock covered by such
registration statement with all securities exchanges on which the Common Stock
of the Company is then listed.
7. Furnish Information.
It shall be a condition precedent to the obligations of the Company to take
any action pursuant to this Agreement that the Holders shall furnish to the
Company such information regarding themselves, the Registrable Stock held by
them, and the intended method of disposition of such securities as the Company
shall reasonably request and as shall be required in connection with the action
to be taken by the Company.
8. Expenses of Registration.
All expenses incurred in connection with registration pursuant to Section 4
or 5 of this Agreement, excluding underwriters' discounts and commissions, but
including without limitation all registration, filing and qualification fees,
word processing, duplicating, printers' and accounting fees (including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance), fees of the National Association of
Securities Dealers, Inc. or listing fees, messenger and delivery expenses, all
fees and expenses of complying with state securities or blue sky laws, fees and
disbursements of counsel for the Company, and fees and disbursements of one
counsel for the selling Holders (which counsel shall be selected by the Holders
holding a majority in interest of the Registrable Stock being registered), shall
be paid by the Company; provided, however, that if a registration request
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pursuant to Section 4 of this Agreement is subsequently withdrawn at the request
of the Holders of a number of shares of Registrable Stock such that the
remaining Holders requesting registration would not have been able to request
registration under the provisions of Section 4 of this Agreement, such
withdrawing Holders either shall bear such expenses or shall forever forfeit
their right to any requested registration pursuant to Section 4 of this
Agreement. The Holders shall bear and pay the underwriting commissions and
discounts applicable to securities offered for their account in connection with
any registrations, filings and qualifications made pursuant to this Agreement.
9. Rule 144 and Rule 144A Information.
With a view to making available the benefits of certain rules and
regulations of the Commission which may at any time permit the sale of the
Registrable Stock to the public without registration,
(a) the Company agrees to:
(i) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
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(ii) 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 the Exchange Act; and
(iii) furnish to each Holder of Registrable Stock forthwith upon
request a written statement by the Company as to its compliance with the
reporting requirements of such Rule 144 and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company as
such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any Registrable
Stock without registration.
(b) at any time during which the Company is neither subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt
from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, it will
provide, upon the written request of any holder of Registrable Stock in written
form (as promptly as practicable), to any prospective buyer of such stock
designated by such holder, all information required by Rule 144A(d)(4)(i) of the
General Regulations promulgated by the Commission under the Securities Act.
10. Indemnification.
In the event any Registrable Stock is included in a registration statement
under this Agreement:
(a) The Company shall indemnify and hold harmless each Holder, such
Holder's directors and officers, each person who participates in the offering of
such Registrable Stock, and each person, if any, who controls such Holder or
participating person within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which they may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or proceedings in respect thereof) arise out of
or are based on any untrue or alleged untrue statement of any material fact
contained in such registration statement on the effective date thereof
(including any prospectus filed under Rule 424 under the Securities Act or any
amendments or supplements 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 not misleading, and
shall reimburse each such Holder, such Holder's directors and officers, such
participating person or controlling person for any legal or other expenses
reasonably incurred by them (but not in excess of expenses incurred in respect
of one counsel for all of them unless there is a conflict of interest between
any indemnified parties, which indemnified parties may be represented by
separate counsel) in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the indemnity
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agreement contained in this Section 10(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld); provided, further, that the Company shall not be
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liable to any
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Holder, such Holder's directors and officers, participating person or
controlling person 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 an untrue
statement or alleged untrue statement or omission or alleged omission made in
connection with such registration statement, preliminary prospectus, final
prospectus or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, such Holder's directors and officers,
participating person or controlling person. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of any
such Holder, such Holder's directors and officers, participating person or
controlling person, and shall survive the transfer of such securities by such
Holder.
(b) Each Holder requesting or joining in a registration severally and not
jointly shall indemnify and hold harmless the Company, each of its directors and
officers, each person, if any, who controls the Company within the meaning of
the Securities Act, and each agent and any underwriter for the Company (within
the meaning of the Securities Act) against any losses, claims, damages or
liabilities, joint or several, to which the Company or any such director,
officer, controlling person, agent or underwriter may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in such registration statement on the effective date thereof (including any
prospectus filed under Rule 424 under the Securities Act or any amendments or
supplements 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 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 made in such registration
statement, preliminary or final prospectus, or amendments or supplements
thereto, in reliance upon and in conformity with written information furnished
by or on behalf of such Holder expressly for use in connection with such
registration; and each such Holder shall reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, agent or underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
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indemnity agreement contained in this Section 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 such Holder (which consent shall
not be unreasonably withheld), and provided, further, that the liability of each
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Holder hereunder shall be limited to the proportion of any such loss, claim,
damage, liability or expense which is equal to the proportion that the net
proceeds from the sale of the shares sold by such Holder under such registration
statement bears to the total net proceeds from the sale of all securities sold
thereunder, but not in any event to exceed the net proceeds received by such
Holder from the sale of Registrable Stock covered by such registration
statement.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section, notify the indemnifying
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party in writing of the commencement thereof and the indemnifying party shall
have the right to participate in and assume the defense thereof with counsel
selected by the indemnifying party and reasonably satisfactory to the
indemnified party; provided, however, that an indemnified party shall have the
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right to retain its own counsel, with all fees and expenses thereof to be paid
by such indemnified party, and to be apprised of all progress in any proceeding
the defense of which has been assumed by the indemnifying party. The failure to
notify an indemnifying party promptly of the commencement of any such action, if
and to the extent prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section, 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 Section.
(d) To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the losses, claims, damages or
liabilities referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 10(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
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.
11. Limitation on Registration Rights.
Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall not be required to register any Registrable Stock under this
Agreement with respect to any request or requests made by any Holder after one
year from the date of issuance of the Shares.
-12-
12. Lockup.
Each Holder shall, in connection with any registration of the Company's
securities, upon the request of the Company or the underwriters managing any
underwritten offering of the Company's securities, agree in writing not to
effect any sale, disposition or distribution of any Registrable Stock (other
than that included in the registration) without the prior written consent of the
Company or such underwriters, as the case may be, for such reasonable period of
time from the effective date of such registration as the Company or the
underwriters may specify.
13. Transfer of Registration Rights.
The registration rights of any Holder under this Agreement with respect to
any Registrable Stock may be transferred to (a) any transferee of such
Registrable Stock who acquires at least twenty percent (20%) of such Holder's
shares of Registrable Stock or (b) an Affiliate of such Holder; provided,
--------
however, that (i) the transferring Holder shall give the Company written notice
-------
at or prior to the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights under
this Agreement are being transferred; (ii) such transferee shall agree in
writing, in form and substance reasonably satisfactory to the Company, to be
bound as a Holder by the provisions of this Agreement; and (iii) immediately
following such transfer the further disposition of such securities by such
transferee is restricted under the Securities Act. Except as set forth in this
Section 13, no transfer of Registrable Stock shall cause such Registrable Stock
to lose such status.
14. Successors and Assigns.
Except as otherwise expressly 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 hereto. Except as expressly provided in
this Agreement, nothing in this Agreement, express or implied, is intended to
confer upon any person other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement.
15. Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Georgia.
16. 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.
-13-
17. Titles.
The titles of the Sections of this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement.
18. Notices.
Any notice required or permitted under this Agreement shall be in writing
and shall be delivered in person or mailed by certified or registered mail,
return receipt requested, or telexed in the case of non-U.S. residents, directed
to (a) the Company at the address set forth below its signature hereof or (b) to
a Holder at the address therefor as set forth next to his signature below or, in
any such case, at such other address or addresses as shall have been furnished
in writing by such party to the others. The giving of any notice required
hereunder may be waived in writing by the parties hereto. Every notice or other
communication hereunder shall be deemed to have been duly given or served on the
date on which personally delivered, or on the date actually received, if sent by
mail or telex, with receipt acknowledged.
19. Amendments and Waivers.
Any provision of this Agreement may be amended and the observance of any
provision 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 at least two-thirds of the Registrable
Stock. Any amendment or waiver effected in accordance with this Section 19
shall be binding upon each Holder of any securities subject to this Agreement at
the time outstanding (including securities into which such securities are
convertible), each future Holder and all such securities, and the Company.
20. Severability.
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provisions shall be excluded from this Agreement and
the balance of this Agreement shall be interpreted as if such provisions were so
excluded and shall be enforceable in accordance with its terms.
21. Entire Agreement.
All prior agreements of the parties concerning the subject matter of this
Agreement are expressly superseded by this Agreement. This Agreement contains
the entire Agreement of the parties concerning the subject matter hereof. Any
oral representations or modifications of this Agreement shall be of no effect.
22. Adjustment of Numbers for Stock Splits, etc.
If, on or after the date of this Agreement, the Company changes the number
of shares of Common Stock issued and outstanding as a result of a stock split,
stock
-14-
dividend, or similar recapitalization with respect to such stock, then at each
place in this Agreement that a number of shares of such stock is specified, such
number shall be proportionately adjusted.
[Remainder of page intentionally left blank]
-15-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
In Witness Whereof, the parties hereto have executed this Agreement as of
the date first above written.
IVI CHECKMATE CORP.
By: /s/ Xxxx X. Xxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxx
-------------------------
Title:
-------------------------
0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxx
Telecopier: (000) 000-0000
DEBITEK HOLDINGS LIMITED
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Address:
-----------------------
Telephone Number:
--------------
Fax Number:
--------------------
Tax I.D.:
----------------------
XXXXXXXX TECHNOLOGY INVESTMENT, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
--------------------------
Title: Executive Vice President,
General Counsel &
Secretary
-------------------------
Address: 0000 Xxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
-----------------------
Telephone Number: 000-000-0000
--------------
Fax Number: 000-000-0000
--------------------
Tax I.D.: Not applied for
----------------------
-16-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
ORESTONE INTERNATIONAL HOLDINGS LTD.
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
------------------------------
Title: Director
-----------------------------
Address: Xxx Xxxxx Xxxxx Xxxx
Xxxxxx Xxxxxxx XX XX0 000
---------------------------
Telephone Number: 000 00000 000 0000
------------------
Fax Number: 000 00000 000 0000
------------------------
Tax I.D.:
--------------------------
XXXXX SHIPPING PLC
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
------------------------------
Title: Chief Executive
-----------------------------
Address: 000-000 Xxxx Xxxxxx,
Xxxxxxx CF 1 6TE
---------------------------
Telephone Number: 00000 000000
------------------
Fax Number: 00000 000000
------------------------
Tax I.D.:
--------------------------
GIROVEND CASHLESS SYSTEMS PLC
By: /s/ X. Xxxxx
--------------------------------
Name: Xxxxx Xxxx Xxxxx
------------------------------
Title: Director
-----------------------------
Address: 0 Xxxxxxxx Xxxxxxxx Xxxxxx,
Xxxxxxx Xxxx, Xxxx Xx.,
Xxxxxx
---------------------------
Telephone Number: 000 00000 000 0000
------------------
Fax Number: 000 00000 000 0000
------------------------
Tax I.D.:
--------------------------
-17-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
XXXXXX X. XXXXXX
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------
Title: President & Chief
Executive Officer
-------------------------
Address: 0000 Xxxxxxx Xx.,
Xxxxx 000,
Xxxxxxxxxxx, XX
-----------------------
Telephone Number: 000-000-0000
--------------
Fax Number: 000-000-0000
--------------------
Tax I.D.: ###-##-####
----------------------
XXXX X. XXX
By: /s/ Xxxx X. Xxx
----------------------------
Name: Xxxx X. Xxx
--------------------------
Title: Executive Vice President
& Chief Financial
Officer
-------------------------
Address: 00 Xxxxx Xxxxx,
Xxxxxxx, XX 00000
-----------------------
Telephone Number: 000-000-0000
--------------
Fax Number:
--------------------
Tax I.D.:
----------------------
ELEVEN & CO.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------
Title: Vice President & Senior
Trust Officer
-------------------------
Address: XX Xxx 0000,
Xxxxxxxxxxx, XX 00000
-----------------------
Telephone Number: 000-000-0000
--------------
Fax Number: 000-000-0000
--------------------
Tax I.D.: 00-0000000
----------------------
-18-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
________________________________
Xxxxxx Xxxxxxxx
By: /s/ Xxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxx
----------------------------
Title:
---------------------------
Address: 000 Xxxxxxx Xxxx Xx.,
Xxxxxxxxxxx, XX 00000
-------------------------
Telephone Number:
----------------
Fax Number:
----------------------
Tax I.D.:
------------------------
XXXX XXXXXXX
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
----------------------------
Title:
---------------------------
Address: 0 Xxxxxxxxxxxx Xx.,
Xxxxxxxxx, XX 00000
-------------------------
Telephone Number: 000-000-0000
----------------
Fax Number:
----------------------
Tax I.D.: ###-##-####
------------------------
X. X. XXXXXXXX III
By: /s/ X.X. Xxxxxxxx III
------------------------------
Name: Summerfield Key Xxxxxxxx III
----------------------------
Title:
---------------------------
Address: 0000 Xxxxx Xxxxx Xxxx.,
Xxxxxxx, XX 00000
-------------------------
Telephone Number: 000-000-0000
----------------
Fax Number: 000-000-0000
----------------------
Tax I.D.:
------------------------
-19-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
X. X. XXXXXXXX JNR.
By: /s/ X. X. Xxxxxxxx Xx.
------------------------------
Name: X. X. Xxxxxxxx Xx.
---------------------------
Title:
---------------------------
Address: 0000 Xxxxx Xxxxx Xxxxxxx,
Xxxxxxx, XX 00000
-------------------------
Telephone Number:
----------------
Fax Number:
----------------------
Tax I.D.:
------------------------
XXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
----------------------------
Title:
---------------------------
Address:
-------------------------
Telephone Number:
----------------
Fax Number:
----------------------
Tax I.D.:
------------------------
XXXXX F. XXXXX XXX
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
----------------------------
Title:
---------------------------
Address: 0000 Xxxxx Xxxxx Xxxxxxx,
Xxxxxxx, XX 00000
-------------------------
Telephone Number:
----------------
Fax Number:
----------------------
Tax I.D.:
------------------------
-20-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
XXXXXXX X. XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------------
Title:
-------------------------
Address: 000 Xxxxxxx Xxxx.,
Xxxxxxxxxxx, XX 00000
-----------------------
Telephone Number: 000-000-0000
--------------
Fax Number: 000-000-0000
--------------------
Tax I.D. ###-##-####
-----------------------
XXXXXXX X. XXXXXX XXX
By: /s/ W. E. Xxxxxx
----------------------------
Name:
--------------------------
Title:
-------------------------
Address:
-----------------------
Telephone Number:
--------------
Fax Number:
--------------------
Tax I.D.:
----------------------
XXXXXXX X. XXXXXX AS AGENT
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name:
--------------------------
Title:
-------------------------
Address:
-----------------------
Telephone Number:
--------------
Fax Number:
--------------------
Tax I.D.:
----------------------
Xxxxxx Xxxxx, beneficiary
-21-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
XXXXXXX X. XXXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
---------------------------
Title:
--------------------------
Address: X.X. Xxx 000
Xxxxxxxxx, XX 00000
------------------------
Telephone Number: 000-000-0000
---------------
Fax Number: 000-000-0000
---------------------
Tax I.D.:
-----------------------
XXXXXXX X. XXXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
---------------------------
Title: President
--------------------------
Address: X.X. Xxx 0000
Xxxxxxxxx, XX 00000
------------------------
Telephone Number: 000-000-0000
---------------
Fax Number: 000-000-0000
---------------------
Tax I.D.: ###-##-####
-----------------------
XXXXXX X. XXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------
Title:
--------------------------
Address: X.X. Xxx 00000
Xxxxxxxxxxx, XX 00000
------------------------
Telephone Number: 000-000-0000
---------------
Fax Number:
---------------------
Tax I.D.:
-----------------------
-22-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
XXXXXX X. XXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------------
Title:
------------------------------------------
Address: XX Xxx 00000, Xxxxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number:
-------------------------------------
Tax I.D.:
---------------------------------------
XXXXX XXXXXXXXX
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxxx
------------------------------------------
Title:
------------------------------------------
Address: 0000 Xxxxx Xxxxxxxx Xx., Xxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.:
---------------------------------------
-23-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
NAVARRE INVESTMENT CO.
By: /s/ Xxxx X. Xxxxxx Xxxxx
------------------------------------------
Name: Xxxx X. Xxxxxx Xxxxx
------------------------------------------
Title: General Partner
------------------------------------------
Address: Suite 740, Republic Center,
000 Xxxxxxxx Xx., Xxxxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: 00-0000000
---------------------------------------
X. X. XXXXX
By: /s/ X. X. Xxxxx
------------------------------------------
Name: X. X. Xxxxx
------------------------------------------
Title:
------------------------------------------
Address: Oakhouse Xxxxx Xx., Xxxxxx,
Xxxxxxx, XX XX0000
----------------------------------------
Telephone Number: 000 00 000 000 0000
-------------------------------
Fax Number: 000 00 000 000 0000
-------------------------------------
Tax I.D.:
---------------------------------------
X. X. XXXXXXXX JNR.
By: /s/ X. X. Xxxxxxxx Xx.
------------------------------------------
Name: X. X. Xxxxxxxx Xx.
------------------------------------------
Title:
------------------------------------------
Address: XX Xxx 0000, Xxxxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number:
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
XXXXXX X. XXXXXX
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------------
Title: President
------------------------------------------
Address: 0000 Xxxx Xxx Xxx. #000,
Xxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
-24-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
XXXXXX X. XXXXXXX
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------------------
Title:
------------------------------------------
Address: Xxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
XXXXX X. XXXXXXXXX
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
------------------------------------------
Title:
------------------------------------------
Address: 0000 Xxxxxxx Xxx. Xxxxx,
Xxxxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
A. XXXXXXXXX XXXXXX XX
By: /s/ X. Xxxxxx
------------------------------------------
Name: A. Xxxxxxxxx Xxxxxx XX
------------------------------------------
Title:
------------------------------------------
Address: 0000 Xxxx 00xx Xx., Xxxxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000 X 000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
-25-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
A. XXXXXXXXX XXXXXX XX XXX
By: /s/ X. Xxxxxx
------------------------------------------
Name: A. Xxxxxxxxx Xxxxxx XX
------------------------------------------
Title:
------------------------------------------
Address: 0000 Xxxx 00xx Xx., Xxxxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000 X 000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
A. XXXXXXXXX XXXXXX XX, CUSTODIAN
By: /s/ X. Xxxxxx
------------------------------------------
Name: A. Xxxxxxxxx Xxxxxx XX
------------------------------------------
Title:
------------------------------------------
Address: 0000 Xxxx 00xx Xx., Xxxxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000 X 000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
X. XXXXXX
By: /s/ X. Xxxxxx
------------------------------------------
Name: X. Xxxxxx
------------------------------------------
Title:
------------------------------------------
Address: 0000 Xxxxxxxxxxxxx Xx., Xxxxxxx, XX 00000
----------------------------------------
Telephone Number:
-------------------------------
Fax Number:
-------------------------------------
Tax I.D.:
---------------------------------------
XXXXX XXXXXXX
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxx
------------------------------------------
Title:
------------------------------------------
Address: 0000 Xxxxxxxx, Xxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
-26-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
XXXXXX XXXXXXX
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxx
------------------------------------------
Title:
------------------------------------------
Address: 0000 Xxxxxxxx, Xxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
XXXXXX X. XXXXXXX, XX
By: /s/ Xxxxxx X. Xxxxxxx XX
------------------------------------------
Name: Xxxxxx X. Xxxxxxx XX
------------------------------------------
Title:
------------------------------------------
Address: 00 Xxxxxxxxx Xx., Xxxxxxxxxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number:
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
XXXXXX X. XXXXXXX
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------------------
Title:
------------------------------------------
Address: 0000 Xxxxxxxxx, Xxxxxx, XX 00000
----------------------------------------
Telephone Number: 000-000-0000
-------------------------------
Fax Number: 000-000-0000
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
-27-
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
XXXXX X. XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------------
Title:
-------------------------------
Address: 0000 Xxxxxxxxx Xx., X.X. X000
Xxxxxxx, XX 00000
-----------------------------
Telephone Number: 000-000-0000
--------------------
Fax Number: 000-000-0000
--------------------------
Tax I.D.: ###-##-####
----------------------------
-28-
