ELECSYS CORPORATION
INVESTOR'S RIGHTS AGREEMENT
THIS INVESTOR'S RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of the 1st day of June, 2004, by and among ELECSYS CORPORATION
f/k/a AIRPORT SYSTEMS INTERNATIONAL, INC., a Kansas corporation (the "Company"),
Eiger Investment Group, LLC, a Kansas limited liability company "Eiger"), XXX
f/b/o Xxxx X. Xxxxxxxx, XXX f/b/o Xxxxxxx X. Xxxxxx, XXX f/b/o Xxxx X. Xxxxxxx,
XXX f/b/o A. Xxxx Xxxxxxxx and Xxxxxxxxxxx X. Xxxxxx (collectively the
"Individual Investors") (The Individual Investors and Eiger may be referred to
collectively as the "Investors" and individually as an "Investor").
RECITALS
A. The Company sold and issued 198,413 shares of its common stock (the
"Initial Shares"), a convertible subordinated debenture in the amount of
$500,000 (the "Convertible Debenture"), and a warrant to purchase 45,635 shares
of its common stock (the "Warrant") (the Initial Shares, the Convertible
Debenture and the Warrant are collectively referred to herein as the
"Securities") pursuant to that certain Investment Agreement dated February 7,
2000 (the "Investment Agreement").
B. Pursuant to that Purchase Agreement dated June 1, 2004,
between KCEP VENTURES II, L.P., a Missouri limited partnership ("KCEP"), Eiger
and the Individual Investors (the "Purchase Agreement"), KCEP proposes to (i)
sell the Initial Shares to the Individual Investors, (ii) assign the Debenture
to Eiger, and (iii) retain the Warrant.
C. As a condition of entering into the Purchase Agreement, Eiger and
the Individual Investors have requested that the Company enter into this
Agreement granting the Investors the same rights as have been granted to KCEP as
follows:
1. SECTION
Restrictions on Transferability of Securities;
Registration Rights
1.1. Certain Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:
(a) "Board of Directors" shall mean the Company's board of directors,
as it may exist from time to time.
(b) Intentionally Omitted.
(c) "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.
(d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to
time.
(e) "DCI Stockholders" shall mean Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx
and Xxxxxxx X. Xxxx who, by virtue of agreements with the Company, are
entitled to include their securities in certain registrations hereunder.
(f) "Registrable Securities" shall mean (i) any Initial Shares, (ii)
shares of common stock issued or issuable pursuant to the conversion of the
Convertible Debenture (the "Debenture Shares"), and (iii) any common stock
issued as a dividend or other distribution with respect to or in exchange
for or in replacement of the shares of common stock of the Company
referenced in (i) and (ii) above; provided, however, that Registrable
Securities shall not include any shares of common stock that have
previously been registered or which have been sold to the public.
(g) The terms "register," "registered" and "registration" shall refer
to a registration effected by preparing and filing a registration statement
in compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
(h) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company,
blue sky fees and expenses, and expenses of any regular or special audits
incident to or required by any such registration (including all pre- and
post-effective amendments to the registration statements), and expenses
associated with the listing for quotation on the American Stock Exchange of
the Registrable Securities, but shall not include Selling Expenses and fees
and disbursements of counsel for the Investors, except for fees and
disbursements of counsel for the Investors or the Stockholders as provided
in Section 1.4 hereof, and shall not include the compensation of regular
employees of the Investors or the Stockholders, which shall be paid in any
event by the Investors or the Stockholders.
(i) "Rule 144" shall mean Rule 144 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or
any similar successor rule that may be promulgated by the Commission.
(j) "Rule 145" shall mean Rule 145 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or
any similar successor rule that may be promulgated by the Commission.
(k) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to
time.
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(l) "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to a sale of Registrable Securities, fees
and disbursements of counsel for the Investors or the Stockholders, any
fees and expenses incurred in order to amend or supplement the registration
statement or prospectus to reflect transferees, donees, or pledgees, or any
costs or expenses related to any road shows or similar sales efforts on
behalf of the Investors or Stockholders.
(m) "Stockholders" shall mean the Investors and any persons or
entities to whom the registration rights conferred by this Agreement have
been transferred in compliance with Section 1.10 hereof.
1.2 Requested Registration.
Intentionally Omitted.
1.3 Company Registrations.
(a) If the Company shall determine to register any of its securities
either for its own account or the account of a security holder exercising
demand registration rights, other than a registration relating solely to
employee benefit plans, a registration relating solely to a Rule 145
transaction, or a registration on any registration form that does not
permit secondary sales, the Company will:
(i) promptly give to all Stockholders written notice thereof; and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), except as set forth in
Section 1.3(b) and Section 1.12 hereof, and in any underwriting
involved therein, all the Registrable Securities specified in a
written request or requests, made by any Stockholder and received by
the Company within thirty (30) days after the written notice from the
Company described in clause (i) above is mailed or delivered by the
Company. Such written request may specify all or a part of a
Stockholder's Registrable Securities.
(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 the Stockholders as a part of the written notice
given pursuant to Section 1.3(a)(i) hereof. In such event, the right of any
Stockholder to registration pursuant to this Section 1.3 shall be
conditioned upon such Stockholder's participation in such underwriting and
the inclusion of such Stockholder's Registrable Securities in the
underwriting to the extent provided herein. All Stockholders proposing to
distribute their securities through such underwriting shall (together with
the Company) enter into an underwriting agreement in customary form with
the representative of the underwriter or underwriters selected by the
Company.
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Notwithstanding any other provision of this Section 1.3, if the
representative of the underwriters advises the Company in writing that marketing
factors require a limitation on the number of shares to be underwritten, the
representative may exclude all Registrable Securities from, or limit the number
of Registrable Securities to be included in, the registration and underwriting.
The Company shall so advise all Stockholders requesting registration, and the
number of shares that are entitled to be included in the registration and
underwriting (other than on behalf of the Company) as set forth in Section 1.12
hereof. If any person does not agree to the terms of any such underwriting, such
person shall be excluded therefrom by written notice from the Company or the
underwriter. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.
If shares are so withdrawn from the registration and if the number of
shares of Registrable Securities to be included in such registration was
previously reduced as a result of marketing factors, the Company shall then
offer to all persons who have retained the right to include securities in the
registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such shares
to be allocated among the persons requesting additional inclusion in accordance
with Section 1.12 hereof.
1.4 Expenses of Registration. All Registration Expenses
incurred in connection with any registration, qualification or
compliance pursuant to Section 1.3 hereof shall be borne by the
Company. All Selling Expenses relating to securities so registered
shall be borne by the holders of such securities pro rata on the basis
of the amount of securities so registered on their behalf. The Company
shall not, under any circumstances, be required in connection with a
registration hereunder, to (x) conduct any road shows or similar sales
efforts for the Investors, (y) pay any expenses to the Investors for
any road shows or similar sales efforts, or (z) pay any fees and
disbursements of counsel for the Investors.
1.5 Registration Procedures. In the case of each registration
effected by the Company pursuant to Section 1, the Company will keep
each Stockholder advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense, the
Company will use its best efforts to:
(a) Keep such registration effective for a period of
one hundred eighty (180) days or until the Stockholders have
completed the distribution described in the registration
statement relating thereto, whichever first occurs; provided,
however, that such one hundred eighty (180) day period shall
be extended for a period of time equal to the period the
Stockholder refrains from selling any securities included in
such registration at the request of an underwriter of common
stock (or other securities) of the Company.
(b) Prepare and file with the Commission such
amendments and supplements to such registration statement and
the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all
securities covered by such registration statement;
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(c) Furnish such number of prospectuses and other
documents incident thereto, including any amendment of or
supplement to the prospectus, as a Stockholder or Underwriter
from time to time may reasonably request in order to
facilitate the public offering of such securities; and
(d) Notify each seller of Registrable Securities
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 a material fact required to
be stated therein or necessary to make the statements therein
not misleading or incomplete in the light of the circumstances
then existing, and at the request of any such seller, prepare
and furnish to such seller 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 shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light
of the circumstances then existing;
1.6 Indemnification.
(a) The Company will indemnify the Investors, each of
its officers, directors and partners, legal counsel, and
accountants and each person controlling an Investor within the
meaning of section 15 of the Securities Act, to the extent any
registration, qualification, or compliance is effected on its
behalf, pursuant to this Section 1, and each underwriter, if
any, and each person who controls within the meaning of
section 15 of the Securities Act any underwriter, against all
expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof)
arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any
prospectus, offering circular, or other document (including
any related registration statement, notification, or the like)
incident to any such registration, qualification, or
compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act, the
Exchange Act, any state securities laws or any rule or
regulation thereunder applicable to the Company and relating
to action or inaction required of the Company in connection
with any such registration, qualification, or compliance, and
will reimburse any Investor, each of its officers, directors,
partners, legal counsel, and accountants and each person
controlling any of the Investors, each such underwriter, and
each person who controls any such underwriter, for any legal
and any other expenses reasonably incurred in connection with
investigating and defending or settling any such claim, loss,
damage, liability, or action, provided that the Company will
not be liable in any such case to the extent that any such
claim, loss, damage, liability, or expense arises out of or is
based on any untrue statement or omission to the Company by
any Investor, any Stockholder or any underwriter and stated to
be specifically for use therein. It is agreed that the
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indemnity agreement contained in this Section 1.6(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).
(b) The Investors will, to the extent Registrable
Securities, are included in the securities as to which such
registration, qualification, or compliance is being effected,
indemnify the Company, each of its directors, officers,
stockholders, legal counsel, and accountants and each
underwriter, if any, of the Company's securities covered by a
registration statement, each person who controls the Company
or such underwriter within the meaning of section 15 of the
Securities Act, and each of their officers, directors, and
partners, against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus,
offering circular, or other document, or any 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 will reimburse the Company, its directors,
officers, partners, legal counsel, and accountants, persons,
underwriters, or control persons for any legal and any other
expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability, or
action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration
statement, prospectus, offering circular, or other document in
reliance upon and in conformity with information provided to
the Company by such Investors and stated to be specifically
for use therein; provided, however, that the obligations of
the Investors hereunder shall not apply to amounts paid in
settlement of any such claims, losses, damages, or liabilities
(or actions in respect thereof) if such settlement is effected
without the consent of the Investor (which consent shall not
be unreasonably withheld).
(c) Each party entitled to indemnification under this
Section 1.6 (the "Indemnified Party") shall give notice to the
party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense
of such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or any litigation resulting therefrom,
shall be approved by the Indemnified Party (whose approval
shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense, and
provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1, to
the extent such failure is not prejudicial. No Indemnifying
Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that does
not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release
from all liability in respect to such
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claim or litigation. Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall
be reasonably required in connection with defense of such claim
and litigation resulting therefrom.
(d) If the indemnification provided for in this
Section 1.6 is held by a court of competent jurisdiction to be
unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage, or expense referred to herein, then
the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such
loss, liability, claim, damage, or expense in such proportion
as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified
Party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a
material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the
parties' relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or
omission.
(e) Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained
in the underwriting agreement entered into in connection with
the underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting
agreement shall control.
1.7 Information by Stockholder. Each Stockholder of
Registrable Securities shall furnish to the Company such information
regarding such Stockholder and the distribution proposed by such
Stockholder as the Company may reasonably request and as shall be
reasonably required in connection with any registration, qualification,
or compliance referred to in this Section 1.
1.8 Limitations on Registration of Issues of Securities.
Without the consent of the Investors and except for the rights granted
to the DCI Stockholders, the Company shall not grant any registration
rights which are senior to the rights of the Investors hereunder.
1.9 Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission that may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:
(a) Make and keep public information regarding the
Company available, as those terms are understood and defined
in Rule 144 under the Securities Act, at all times;
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(b) 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 at any time;
(c) So long as the Investors own any Registrable
Securities, furnish to the Investors forthwith upon written
request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, and of
the Securities Act and the Exchange, a copy of the most recent
annual or quarterly report of the Company, and such other
reports and documents so filed as the Investors may reasonably
request in availing itself of any rule or regulation of the
Commission allowing the Investors to sell any such securities
without registration.
1.10 Transfer or Assignment of Registration Rights. The rights
to cause the Company to register securities granted to the Investors by
the Company under this Section 1 may be transferred or assigned by the
Investors only to a transferee or assignee of not less than fifty-one
percent (51%) of the Registrable Securities (as presently constituted
and subject to subsequent adjustments for stock splits, stock
dividends, reverse stock splits, and the like), provided that the
Company is given written notice at the time of or within a reasonable
time after such transfer or assignment, stating the name and address of
the transferee or assignee and identifying the securities with respect
to which such registration rights are being transferred or assigned,
and, provided further, that the transferee or assignee of such rights
assumes the obligations of the Investors under this Agreement in a
writing delivered to the Company. Upon consummation of such transfer or
assignment, the Investors shall no longer be able to exercise the
rights and shall not incur further obligations attributed to the
"Investors" hereunder.
1.11 "Market Stand-Off" Agreement. If requested by the Company
and an underwriter of common stock (or other securities) of the
Company, the Stockholders shall not sell or otherwise transfer or
dispose of any common stock (or other securities) of the Company held
by such holder (other than those included in the registration) during
the one hundred eighty (180) day period following the effective date of
a registration statement of the Company filed under the Securities Act;
provided, that all officers and directors of the Company and all other
persons holding five percent (5%) or more of the Company's outstanding
stock enter into similar agreements and provided further, that the
Stockholders shall not be so prohibited from selling or otherwise
transferring or disposing of any common stock (or other securities) of
the Company if a Stockholder seeks inclusion in such registration but
is unable to participate as a result of the limitations provided in
Section 1.3(b) and Section 1.12 of this Agreement.
The obligations described in this Section 1.11 shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares (or securities) subject to
the foregoing restriction until the end of such one hundred eighty (180) day
period.
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1.12 Allocation of Registration Opportunities. In any
circumstance in which all of the Registrable Securities and securities
of the Company held by others who have been granted registration
rights, including the DCI Stockholders, (the "Other Shares") are the
subject of a request to be included in a registration and cannot be so
included as a result of limitations on the aggregate number of shares
of Registrable Securities and Other Shares that may be so included, the
number of shares of Registrable Securities and Other Shares that may be
so included shall be allocated among those requesting inclusion of
shares as follows:
(a) Intentionally Omitted.
(b) Upon a registration proposed by another holder of
Company securities pursuant to Section 1.3, the Registrable
Securities to be included in such registration shall be
reduced pro rata among the holders of the Warrant, the
Investors and the Stockholders to the extent necessary to
accommodate the sale of all of the Other Shares by such other
holder, even if such reduction may eliminate the opportunity
for the sale of the Registrable Securities.
(c) Upon a registration proposed by the Company
pursuant to Section 1.3, the number of Registrable Securities
and Other Shares to be included in such registration shall,
after the inclusion of all shares proposed for sale by the
Company, be allocated pro rata on the basis of the number of
shares of Registrable Securities and Other Shares that would
be held by the Investors, the holders, and stockholders of
Other Shares, assuming conversion; provided, however, so that
such allocation shall not operate to reduce the aggregate
number of Registrable Securities to be included in such
registration below twenty-five percent (25%) of the total
amount of securities included in such offering. If the
Investors, the Stockholder, or other security holders do not
request inclusion of the maximum number of shares of
Registrable Securities and Other Shares allocated to him
pursuant to the above-described procedure, the remaining
portion of his allocation shall be reallocated among those
requesting Stockholders whose allocations did not satisfy
their requests pro rata on the basis of the number of shares
of Registrable Securities and Other Shares which would be held
by such Stockholders, assuming conversion, and this procedure
shall be repeated until all of the shares of Registrable
Securities and Other Shares which may be included in the
registration on behalf of the Stockholders have been so
allocated.
(d) The Company shall not limit the number of
Registrable Securities to be included in a registration
pursuant to this Agreement in order to include shares held by
stockholders with no registration rights. To facilitate the
allocation of Securities in accordance with the above
provisions, the Company or the Underwriters may round the
number of Securities allocated to any Stockholder to the
nearest 100 Securities.
1.13 Delay of Registration. The Investors shall not have any
right to take any action to restrain, enjoin, or otherwise delay any
registration as the result of any controversy that might arise with
respect to the interpretation or implementation of this Section 1.
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1.14 Termination of Registration Rights. The right of the
Investor to request inclusion in any registration pursuant to Section
1.3 hereof shall terminate on the closing of an acquisition of the
Registrable Securities in exchange for publicly traded stock of another
entity.
2. SECTION
Covenants of the Company
Intentionally Omitted.
3. SECTION
Board Representation
3.1 Board of Directors. Intentionally Omitted.
4. SECTION
Miscellaneous
4.1 Governing Law. This Agreement is delivered and shall be
construed in accordance with the laws of the State of Kansas, without
regard to the conflicts of laws provisions thereof.
4.2 Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.
4.3 Entire Agreement; Amendment; Waiver. This Agreement and
the documents referred to herein constitute the entire agreement among
the parties and supersedes all prior agreements between the parties
with respect to the subject matter hereof and no party shall be liable
or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein or
therein. Neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated, except by a written instrument signed
by the Company and the Stockholders owning at least a majority of the
Registrable Securities (on an as-converted basis) not resold to the
public, and any such amendment, waiver, discharge or termination shall
be binding on all the Stockholders.
4.4 Notices, etc. All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed
by United States first-class mail, postage prepaid, or delivered
personally by hand or nationally recognized courier or sent via
facsimile addressed (a) if to the Company, at 00000 Xxxx 000xx Xxxxxx,
Xxxxxx, Xxxxxx, 00000, facsimile number (000) 000-0000, Attention: Xxxx
Xxxxxxxx, or at such other address as the Company shall have furnished
to the other parties in writing with a copy to Xxxxxxxxx Xxxxxxx Xxxxx
Xxxxxx LLP, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx 00000,
Attention: Xxxxxx X. Xxxxxx, Esq., or (b) if to Eiger or the Individual
Investors, at the addresses set forth on the signature page. All such
notices and other written communications
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shall be effective (i) if mailed, five (5) days after mailing, (ii) if
delivered, upon delivery and (iii) if sent via facsimile, upon
confirmation of receipt.
4.5 Delays or Omissions. No delay or omission to exercise any
right, power or remedy accruing to the Investors, upon any breach or
default of the Company under this Agreement shall impair any such
right, power or remedy of the Investors nor shall it be construed to be
a waiver of any such breach or default, or an acquiescence therein, or
of or in any similar breach or default thereafter occurring; nor shall
any waiver of any single breach or default be deemed a waiver of any
other breach or default therefore or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of the
Investors of any breach or default under this Agreement or any waiver
on the part of the Investors of any provisions or conditions of this
Agreement must be made in writing and shall be effective only to the
extent specifically set forth in such writing. All remedies, either
under this Agreement or by law or otherwise afforded to the Investor,
shall be cumulative and not alternative.
4.6 Separability. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
4.7 Information Confidential. The Investors acknowledge that
the information received by it pursuant hereto may be confidential and
for its use only, and it will not use such confidential information in
violation of the Exchange Act or reproduce, disclose or disseminate
such information to any other person (other than its employees or
agents having a need to know the contents of such information, and its
attorneys), except in connection with the exercise of rights under this
Agreement, unless the Company has made such information available to
the public generally or the Investor is required to disclose such
information by a governmental body.
4.8 Titles and Subtitles. The titles of the paragraphs and
sub-paragraphs of this Agreement are for convenience of reference only
and are not to be considered in construing this Agreement.
4.9 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Investors
Rights Agreement effective as of the day and year first above written.
ELECSYS CORPORATION (f/k/a)
AIRPORT SYSTEMS INTERNATIONAL, INC.)
By: ___________________________________
Xxxx Xxxxxxxx
President
EIGER INVESTMENT GROUP, LLC,
a Kansas limited liability company
By: ______________________________
c/o Xxxx Xxxxxxxx
0000 Xxxx 000xx Xxxxxx
Xxxxxxx, XX 00000
INDIVIDUAL INVESTORS:
-------------------------------------
Xxxx X. Xxxxxxxx, owner of XXX
0000 Xxxx 000xx Xxxxxx
Xxxxxxx, XX 00000
------------------------------------ ------------------------------------
Xxxxxxx X. Xxxxxx, owner of XXX X. Xxxx Xxxxxxxx, owner of XXX
00000 Xxxx 000xx Xxxxxx 00000 Xxxx 000xx Xxxxxxx
Xxxxxx, XX 00000 Xxxxxx, XX 00000
------------------------------------ ------------------------------------
Xxxx X. Xxxxxxx, owner of XXX Xxxxxxxxxxx X. Xxxxxx
15288 Outlook 000 Xxxx 0000 Xxxx
Xxxxxxxx Xxxx, XX 00000 Xxxxxxx Xxxx, XX 00000
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