REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (this "Agreement") is made and entered into this
20th
day of
November, 2008, by and among Red Oak Concepts, Inc., a Nevada corporation (the
"Company"), and the persons signatory hereto (each a "Securityholder" and
collectively, the "Securityholders").
This
Agreement is made pursuant to the Share Exchange Agreement, dated November
20,
2008, among the Company and the Securityholders (the " Share Exchange
Agreement").
The
Company and the Securityholders hereby agree as follows:
1. Definitions.
Capitalized terms used and not otherwise defined herein that are defined in
the
Purchase Agreement will have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms have the respective
meanings set forth in this Section 1:
"Business
Day"
means
any day other than Saturday, Sunday or other day on which commercial banks
in
The City of New York are authorized or required by law to remain
closed.
“California
Courts”
means
the state courts sitting in the City of Santa Xxxx, California or the federal
court sitting in Orange County, California.
“Commission”
means
the United States Securities and Exchange Commission.
“Common
Stock”
means
the class of common stock of the Company, par value $0.0001 per
share.
"Exchange
Act"
means
the Securities Exchange Act of 1934, as amended.
"Holder"
or
"Holders"
means
the holder or holders, as the case may be, from time to time of Registrable
Securities.
"Options"
means
those certain options to purchase up to 133,800 shares of the common stock
of
TVFC at an exercise price of $.50 per share that were assumed by the Company
pursuant to the Share Exchange Agreement.
“Person”
means
any individual, corporation, partnership, joint venture, limited liability
company, business trust, joint stock company, trust or unincorporated
organization or any government or any agency or political subdivision
thereof.
“Prospectus”
means
the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a
prospectus filed as part of an effective Registration Statement in reliance
upon
Rule 430A promulgated under the Securities Act), as amended or supplemented
by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement,
and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.
“Registrable
Securities”
means:
(i) the number of shares of Common Stock being registered on behalf of the
Securityholders, as set forth opposite their respective names on Schedule A
to
this Agreement, (ii) the shares of Common Stock issuable upon exercise of the
options and (iii) any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event, or any
conversion price adjustment with respect to any of the securities referenced
in
(i) or (ii) above; provided, however, that Registrable Securities shall not
include any shares of Common Stock which previously have been sold to the public
either pursuant to a registration statement or Rule 144, or which have been
sold
in a private transaction in which the transferor’s rights under this Agreement
are not assigned.
“Registration
Expenses”
shall
mean all expenses incurred by the Company in affecting any registration pursuant
to this Agreement, including, without limitation, all registration and filing
fees, printing expenses, 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, but shall not include Selling Expenses,
fees and disbursements of counsel for the Holders and the compensation of
regular employees of the Company, which shall be paid in any event by the
Company.
"Registration
Statement"
means
the initial registration statement filed in accordance with Section 2(a),
including the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all
exhibits thereto, and all material incorporated by reference or deemed to be
incorporated by reference therein.
"Rule
144"
means
Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such
Rule.
"Securities
Act"
means
the Securities Act of 1933, as amended.
“Selling
Expenses”
shall
mean all underwriting discounts, selling commissions and stock transfer taxes
applicable to the sale of Registrable Securities and fees and disbursements
of
counsel for any Holder (other than the fees and disbursements of counsel
included in Registration Expenses).
2. Registration
Rights.
(a)
After
date hereof, the Company shall prepare a Registration Statement under the
Securities Act which shall include, but which need not be limited to, the
Registrable Securities and shall use its best efforts to file such Registration
Statement as management of the Company and counsel deem advisable, but no more
than ninety (90) days after the date hereof, subject to the provisions of
Section 2(b) hereof.
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(b)
The
Company shall have the right to terminate or withdraw, in its reasonable
discretion without liability to a Holder, any registration initiated by it
under
this Section 2 prior to the effectiveness of such Registration Statement. The
Registration Expenses of such withdrawn registration shall be borne by the
Company in accordance with Section 6 hereof.
(c)
In
the event that the Registration Statement which the Company is obligated to
prepare under this Section 2 includes securities issuable in connection with
an
underwritten offering, the Company shall so advise the Holders of Registrable
Securities. In such event, the right of any such Holder to be included in a
registration pursuant to this Section 2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Company.
Notwithstanding
any other provision of this Agreement, if the underwriter determines in good
faith that marketing factors require a limitation of the number of shares of
Common Stock to be underwritten, the number of shares of Common Stock that
may
be included in the underwriting shall be allocated first to the Company; second,
to all Holders who are entitled to participate and who have elected to
participate in the offering pursuant to the terms of this Agreement, on a pro
rata basis based upon the total number of shares held by each such participating
Holder that are subject to registration rights pursuant hereto; and third,
to
any other stockholder of the Company on a pro rata basis.
If
any
Holder disapproves of the terms of any such underwriting, such Holder may elect
to withdraw therefrom by written notice to the Company and the underwriter,
delivered at least ten (10) business days prior to the effective date of the
Registration Statement. Any Registrable Securities excluded or withdrawn from
such underwriting shall be excluded and withdrawn from the registration. For
any
Holder which is a partnership or corporation, the partners, stockholders,
subsidiaries, parents and affiliates of such Holder, or the estates and family
members of any such partners and retired partners and any trusts for the benefit
of any of the foregoing Persons shall be deemed to be a single “Holder”, and any
pro rata reduction with respect to such “Holder” shall be based upon the
aggregate amount of shares carrying registration rights owned by all entities
and individuals included in such “Holder”, as defined in this
sentence.
(d)
The
Company shall not be required to include any of Holder’s Registrable Securities
in an underwritten offering of the Company’s securities if, at either the time
of the aforesaid written notice of the Company’s intention to file a
Registration Statement or the effective date of such registration the Company
is
able to obtain a written opinion of its counsel that the Registrable Securities
are then saleable pursuant to Rule 144 promulgated under the Securities
Act.
3.
Registration
Procedures.
At such
time as the Company affects the registration of any of the Registrable
Securities, it shall (except as otherwise provided in this
Agreement):
3
(a)
Prepare
and file with the Commission a Registration Statement including the Registrable
Securities, subject to the provisions of Section 2(c) and subject to the
Company’s right to withdraw the Registration Statement as provided in Section
2(b), above, use its reasonable efforts to cause such Registration Statement
relating to the Registrable Securities to become effective as soon as reasonably
practicable after such filing, and shall maintain the effectiveness of said
Registration Statement for a minimum of six (6) months following the effective
date thereof or until such earlier time as all the Registrable Securities become
capable of being publicly sold without registration under the Securities
Act.
(b)
Promptly 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 for the period set forth in paragraph (a)
above.
(c)
The Company shall furnish to each Holder whose Registrable Securities are
included in any Registration Statement unless filed with the Commission through
XXXXX, without charge, (i) promptly after the same is prepared and filed with
the Commission, at least one copy of such Registration Statement and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference, if requested by a Holder, all
exhibits and each preliminary prospectus, (ii) upon the effectiveness of any
Registration Statement, one (1) copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such
other
number of copies as such Holder may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus, as such
Holder may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by such
Holder.
(d)
Furnish to the Holder such numbers of copies of the Prospectus or any amendment
or supplement to any Prospectus, in conformity with the requirements of the
Securities Act, and such other documents, as the Holder may reasonably request
in order to facilitate the public sale or other disposition of the securities
owned by the Holder.
(e)
Use
its commercially reasonable efforts to register and qualify the securities
covered by such Registration Statement under such other state securities or
Blue
Sky laws of such jurisdictions as shall be reasonably requested by the Holders;
provided that the Company shall not be required in connection therewith or
as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions nor shall it be required
to incur expenses in excess of $1,500 in connection with any such registration
or qualification under such other state securities or Blue Sky
laws.
(f)
The
Company shall notify each Holder whose Registrable Securities are included
in
any Registration Statement in writing of the happening of any event, as promptly
as practicable after becoming aware of such event, as a result of which the
prospectus included in a Registration Statement, as then in effect, includes
an
untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein,
in
the light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material, nonpublic
information), and, subject to Section 2(b), promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or
omission. The Company shall also promptly notify each Holder in writing (i)
when
a prospectus or any prospectus supplement or post-effective amendment has been
filed, and when a Registration Statement or any post-effective amendment has
become effective (notification of such effectiveness shall be delivered to
each
Holder by facsimile on the same day of such effectiveness), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, and (iii) of the Company's reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate.
4
(g)
The
Company shall use its best efforts to prevent the issuance of any stop order
or
other suspension of effectiveness of a Registration Statement, or the suspension
of the qualification of any of the Registrable Securities for sale in any
jurisdiction and, if such an order or suspension is issued, to obtain the
withdrawal of such order or suspension at the earliest possible date and to
notify each Holder who holds Registrable Securities being sold of the issuance
of such order and the resolution thereof or its receipt of actual notice of
the
initiation or threatening of any proceeding for such purpose.
(h)
Upon
the occurrence of any event contemplated by Section 3(f) or 3(g), as promptly
as
practicable, prepare a supplement or amendment, including a post-effective
amendment, to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein
by
reference, and file any other required document so that, as thereafter
delivered, neither the Registration Statement nor such Prospectus will contain
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, in light
of
the circumstances under which they were made, not misleading.
(i)
If
required, use its best efforts to list such securities on any securities
exchange on which any securities of the Company are then listed, if the listing
of such securities is then permitted under the rules of such
exchange.
4. Obligations
of the Holders.
(a)
At
least five (5) Business Days prior to the first anticipated filing date of
a
Registration Statement, the Company shall notify each Holder in writing of
the
information the Company requires from each such Holder if such Holder elects
to
have any of such Holder's Registrable Securities included in such Registration
Statement, including by returning to the Company the Selling Securityholder
Notice and Questionnaire attached hereto as Annex A. It shall be a condition
precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of a
particular Holder that such Holder shall furnish to the Company such information
regarding itself, the Registrable Securities held by it and the intended method
of disposition of the Registrable Securities held by it as shall be reasonably
required to effect the effectiveness of the registration of such Registrable
Securities and shall execute such documents in connection with such registration
as the Company may reasonably request.
5
(b)
Each
Holder, by such Holder's acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder, unless
such Holder has notified the Company in writing of such Holder's election to
exclude all of such Holder's Registrable Securities from such Registration
Statement.
(c)
Each
Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 3(f) or 3(g), such Holder will
immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(b) or receipt of notice that no supplement or
amendment is required.
(d)
Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption therefrom
in connection with sales of Registrable Securities pursuant to the Registration
Statement and all other federal and state securities and other laws applicable
to it in connection with any disposition of the Registrable
Securities.
6. Expenses
of Registration.
All
reasonable expenses, other than underwriting discounts and commissions, incurred
in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and, subject
to Section 3(e), qualifications fees, printers and accounting fees, and fees
and
disbursements of counsel for the Company shall be paid by the
Company.
7. No
Delay of Registration.
No
Holder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any registration of Registrable Securities as the result
of
any controversy that might arise with respect to the interpretation or
implementation of Section 2 of this Agreement.
8. Assignment
of Registration Rights.
The
rights under this Agreement shall be automatically assignable by the Holders
to
any transferee of all or any portion of such Holder's Registrable Securities
if:
(i) the Holder agrees in writing with the transferee or assignee to assign
such
rights, and a copy of such agreement is furnished to the Company within a
reasonable time after such assignment; (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a)
the
name and address of such transferee or assignee, and (b) the securities with
respect to which such registration rights are being transferred or assigned;
(iii) immediately following such transfer or assignment the further disposition
of such securities by the transferee or assignee is restricted under the
Securities Act or applicable state securities laws; (iv) at or before the time
the Company receives the written notice contemplated by clause (ii) of this
sentence the transferee or assignee agrees in writing with the Company to be
bound by all of the provisions contained herein; and (v) such transfer shall
have been made in accordance with the applicable requirements of the Share
Exchange Agreement and applicable federal and state securities
laws.
6
9. Reports
Under the Exchange Act.
With
a
view to making available to the Holders the benefits of Rule 144 promulgated
under the Securities Act or any other similar rule or regulation of the
Commission that may at any time permit the Holders to sell securities of the
Company to the public without registration ("Rule 144"), the Company agrees
to:
(a)
make
and keep public information available, as those terms are understood and defined
in Rule 144;
(b) at
such time as the Company becomes subject to the reporting requirements of the
Exchange Act, file with the Commission in a timely manner all annual reports
on
Form 10-K, and quarterly reports on Form 10-Q required of the Company under
the
Exchange Act so long as the Company remains subject to such requirements and
the
filing of such reports and other documents is required for the applicable
provisions of Rule 144; and
(c) furnish
to each Holder so long as such Holder owns Registrable Securities, promptly
upon
written request, (i) a written statement by the Company, if true, that it has
complied with the reporting requirements of Rule 144, the Securities Act and
the
Exchange Act, (ii) a copy of the most recent annual or quarterly report of
the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the Holders
to
sell such securities pursuant to Rule 144 without registration.
10. Indemnification.
In the
event any Registrable Securities are included in a Registration Statement
pursuant to this Agreement:
(a) To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend each Holder, the directors, officers,
members, partners, employees, agents, representatives of, and each Person,
if
any, who controls any Holder within the meaning of the Securities Act or the
Exchange Act (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable
attorneys' fees, amounts paid in settlement or expenses, joint or several
(collectively, "Claims"), incurred in investigating, preparing or defending
any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from
the
foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened, whether
or
not an indemnified party is or may be a party thereto ("Indemnified Damages"),
to which any of them may become subject insofar as such Claims (or actions
or
proceedings, whether commenced or threatened, in respect thereof) arise out
of
or are based upon: (i) any untrue statement or alleged untrue statement of
a
material fact in a Registration Statement or any post-effective amendment
thereto or in any filing made in connection with the qualification of the
offering under the securities or other "blue sky" laws of any jurisdiction
in
which Registrable Securities are offered ("Blue Sky Filing"), or the omission
or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,
if
the Company files any amendment thereof or supplement thereto with the SEC)
or
the omission or alleged omission to state therein any material fact necessary
to
make the statements made therein, in light of the circumstances under which
the
statements therein were made, not misleading, (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any other
law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement or (iv) any violation of this
Agreement (the matters in the foregoing clauses (i) through (iv) being,
collectively, "Violations"). Subject to Section 10(c), the Company shall
reimburse the Indemnified Persons, promptly as such expenses are incurred and
are due and payable, for any legal fees or other reasonable expenses incurred
by
them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 10(a): (i) shall not apply to a Claim by
an
Indemnified Person arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to the
Company by such Indemnified Person for such Indemnified Person expressly for
use
in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; and (ii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the
prior
written consent of the Company, which consent shall not be unreasonably withheld
or delayed. Such indemnity shall remain in full force and effect regardless
of
any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer of the Registrable Securities by the Holders pursuant
to
Section 8.
7
(b) In
connection with any Registration Statement in which a Holder is participating,
each such Holder agrees to severally and not jointly indemnify, hold harmless
and defend, to the same extent and in the same manner as is set forth in Section
10(a), the Company, each of its directors, each of its officers who signs the
Registration Statement and each Person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act (each, an "Indemnified
Party"), against any Claim or Indemnified Damages to which any of them may
become subject, under the Securities Act, the Exchange Act or otherwise, insofar
as such Claim or Indemnified Damages arise out of or are based upon any
Violation, in each case to the extent, and only to the extent, that such
Violation occurs in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use in connection with
such Registration Statement; and, subject to Section 10(c), such Holder will
reimburse any legal or other expenses reasonably incurred by an Indemnified
Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 10(b) and the
agreement with respect to contribution contained in Section 11 shall not apply
to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of such Holder, which consent shall not be
unreasonably withheld or delayed; provided, further, however, that the Holder
shall be liable under this Section 10(b) for only that amount of a Claim or
Indemnified Damages as does not exceed the net proceeds to such Holder as a
result of the sale of Registrable Securities pursuant to such Registration
Statement. Such indemnity shall remain in full force and effect regardless
of
any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Holders pursuant
to
Section 8.
8
(c) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section
10 of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person
or
Indemnified Party shall, if a Claim in respect thereof is to be made against
any
indemnifying party under this Section 10, deliver to the indemnifying party
a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party
so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as
the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses of
not
more than one counsel for all such Indemnified Person or Indemnified Party
to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by
such
counsel in such proceeding. In the case of an Indemnified Person, legal counsel
referred to in the immediately preceding sentence shall be selected by the
Holders holding at least a majority in interest of the Registrable Securities
included in the Registration Statement to which the Claim relates. The
Indemnified Party or Indemnified Person shall cooperate reasonably with the
indemnifying party in connection with any negotiation or defense of any such
action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or Claim. The indemnifying
party
shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of
any
action, claim or proceeding effected without its prior written consent,
provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the prior
written consent of the Indemnified Party or Indemnified Person, consent to
entry
of any judgment or enter into any settlement or other compromise which does
not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such Claim or litigation, and such settlement shall not include
any admission as to fault on the part of the Indemnified Party. Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter
for
which indemnification has been made. The failure to deliver written notice
to
the indemnifying party within a reasonable time of the commencement of any
such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 10, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.
(d) The
indemnity agreements contained herein shall be in addition to (i) any cause
of
action or similar right of the Indemnified Party or Indemnified Person against
the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.
9
11. Contribution.
To
the
extent any indemnification by an indemnifying party is prohibited or limited
by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 10 to the
fullest extent permitted by law; provided, however, that: (i) no Person involved
in the sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
in
connection with such sale shall be entitled to contribution from any Person
involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities pursuant to such Registration
Statement.
12. Miscellaneous
Provisions.
(a)
Notices. All communications under this Agreement shall be in writing and shall
be mailed by first class mail, postage prepaid, or telegraphed or telexed or
sent via telecopier with confirmation of receipt or delivered by hand or by
overnight delivery service.
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Vinyl
Products, Inc.
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0000
Xxxxx Xxxxxxx Xxxxxx
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Xxxxx
Xxx, Xxxxxxxxxx 00000
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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Attn.:
Xxxxxx Xxxxx, President
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or
at
such other address as it may have furnished in writing to the Holder of
Registrable Securities at the time outstanding.
If
to the
Holder of any Registrable Securities, to the address of such Holder as it
appears in the stock ledger of the Company.
Any
notice so addressed, when mailed by registered or certified mail shall be deemed
to be given three days after so mailed, when telegraphed, telexed or sent via
telecopier shall be deemed to be given when transmitted, or when delivered
by
hand or overnight shall be deemed to be given when delivered.
(b)
Successors and Assigns. Subject to the requirements of Section 8,
this Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto.
(c)
Owner
of Registrable Securities. A Person is deemed to be a holder of Registrable
Securities whenever such Person owns or is deemed to own of record such
Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from such record owner of such Registrable
Securities.
10
(d)
Amendment and Waiver. This Agreement may be amended, and the observance of
any
term of this Agreement may be waived, but only with the written consent of
the
Company and the Holder; provided,
however,
that no
such amendment or waiver shall reduce or eliminate any registration right of
the
Holder of Registrable Securities or reduce the amount of reimbursable costs
to
the Holder of Registrable Securities in connection with any registration
hereunder without the consent of the Holder. No delay on the part of any party
in the exercise of any right, power or remedy shall operate as a waiver thereof,
nor shall any single or partial exercise by any party of any right, power or
remedy preclude any other or further exercise thereof, or the exercise of any
other right, power or remedy.
(e)
Execution and Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement.
In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid binding obligation of the party executing (or
on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.
(f)
Governing Law. This Agreement shall be construed in accordance with and governed
by the internal laws of the State of California, without giving effect to
conflicts of law principles.
(g)
Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in
no way be affected, impaired or invalidated, and the parties hereto shall use
their reasonable efforts to find and employ an alternative means to achieve
the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to
be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be
hereafter declared invalid, illegal, void or unenforceable.
(h)
Headings. The headings in this Agreement are for convenience of reference only
and shall not be deemed to alter or affect the meaning or interpretation of
any
provisions hereof.
11
(i)
Independent Nature of Holders' Obligations and Rights. The obligations of each
Holder under this Agreement are several and not joint with the obligations
of
each other Holder, and no Holder shall be responsible in any way for the
performance of the obligations of any other Holder under this Agreement. Nothing
contained herein or in the Stock Exchange Agreement, and no action taken by
any
Securityholder pursuant thereto or Holder pursuant hereto, shall be deemed
to
constitute the Securityholders or Holders, as the case may be, as a partnership,
an association, a joint venture or any other kind of entity, or create a
presumption that the Securityholders or Holders, as the case may be, are in
any
way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement or in the Stock Exchange Agreement.
The Company acknowledges that each of the Securityholders has been provided
with
the same Registration Rights Agreement for the purpose of closing a transaction
with multiple Securityholders and not because it was required or requested
to do
so by any Securityholder.
[SIGNATURE
PAGE FOLLOWS]
12
COMPANY
SIGNATURE PAGE
IN
WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first written above.
|
By:
|
|
|
Name:
Xxxxx X. Xxxxxxxx
|
|
|
Title:
President
|
|
13
SIGNATURE
PAGES FOR SECURITYHOLDERS
|
SECURITYHOLDER
|
NO.
OF SHARES
TO
BE REGISTERED
|
SIGNATURE
(Authorized
Signatory)
|
||
|
Xxxxxx
Xxxxx
|
100,000
|
______________________
|
||
|
Xxxxxxx
Xxxxxxxxxx
|
100,000
|
______________________
|
||
|
The
Xxxxx Family Trust
|
100,000
|
______________________
|
||
|
Xxxxx
X. Xxxxxxxx
|
332,500
|
______________________
|
||
|
Xxxxx
Xxxxxxx
|
332,500
|
______________________
|
||
|
Xxxxxxx
Xxxxxxxxx
|
35,000
|
______________________
|
||
|
Xxxxx
LLC
|
900,000
|
______________________
|
||
|
Themis
LLC
|
900,000
|
______________________
|
||
|
Tailor
Made Financial LLC
|
200,000
|
______________________
|
||
|
Xxxxx,
Xxxxxxxxx
|
200
|
______________________
|
||
|
Xxxxxxxxxx
Xxxxx
|
200
|
______________________
|
||
|
Xxxxxxx
Xxxxxxx
|
200
|
______________________
|
||
|
Xxxxx
Xxxxxxx Xxxxx
|
000
|
______________________
|
||
|
Xxxxxx
Xxxxxxxx
|
200
|
______________________
|
||
|
Xxxx
Xxxxxxx
|
200
|
______________________
|
||
|
Xxxx
Xxxxx
|
200
|
______________________
|
||
|
Xxxx
Xxxxxx
|
200
|
______________________
|
||
|
Xxxxxx
Xxxxx
|
200
|
______________________
|
||
|
Xxxxxx
Xxxxx
|
200
|
______________________
|
||
|
Xxxxxx
Xxxxxxx
|
10,000
|
______________________
|
||
|
Xxxxxxx
Xxxxxxx
|
200
|
______________________
|
14
SIGNATURE
PAGES FOR ADDITIONAL SECURITYHOLDERS
CONTINUED
|
Xxxxxxx
Xxxxxx
|
200
|
______________________
|
||
|
Xxxxxxx
Xxxxxxxx
|
200
|
______________________
|
||
|
Xxxxxx
Xxxx Xxxxxxxx
|
200
|
______________________
|
||
|
Xxxxx
Xxxxxx
|
5,000
|
______________________
|
||
|
Xxxxx
Xxxxxx
|
20,000
|
______________________
|
||
|
Xxxxxx,
Xxxxx
|
2,000
|
______________________
|
||
|
Xxxxxxxx
Xxxxxx
|
25,000
|
______________________
|
||
|
Xxxxx
Xxxxxx
|
5,000
|
______________________
|
||
|
Xxxx
Xxxxx
|
40,000
|
______________________
|
||
|
Xxxxxxxx
Xxxxxx
|
10,000
|
______________________
|
||
|
Xxxxxxx
Xxxxxxx
|
10,000
|
______________________
|
||
|
Xxxxxxxx
Xxxxxx
|
4,000
|
______________________
|
15
Annex
A
Selling
Securityholder Notice and Questionnaire
The
undersigned beneficial owner of common stock (the “Common Stock”), of Vinyl
Products, Inc. (formerly Red Oak Concepts, Inc. and herein referred to as the
“Company”) understands that the Company has filed or intends to file with the
Securities and Exchange Commission (the “Commission”) a Registration Statement
for the registration and resale of the Registrable Securities, in accordance
with the terms of the Registration Rights Agreement, dated November 20, 2008
(the “Registration Rights Agreement”), among the Company and the Securityholders
named therein. A copy of the Registration Rights Agreement is available from
the
Company upon request at the address set forth below. All capitalized terms
used
and not otherwise defined herein shall have the meanings ascribed thereto in
the
Registration Rights Agreement.
The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:
QUESTIONNAIRE
| 1. |
Name.
|
|
(a)
|
Full
Legal Name of Selling
Securityholder
|
|
(b)
|
Full
Legal Name of Registered Holder (if not the same as (a) above) through
which Registrable Securities Listed in Item 3 below are
held:
|
|
(c)
|
Full
Legal Name of Natural Control Person (which means a natural person
who
directly, indirectly, alone or with others has power to vote or dispose
of
the securities covered by the
questionnaire):
|
2.
Address for Notices to Selling Securityholder:
|
Telephone:
|
|
|
Fax:
|
|
|
Contact
Person:
|
|
3.
Beneficial Ownership of Registrable Securities:
|
(a)
|
Type
and Principal Amount of Registrable Securities beneficially
owned:
|
4.
Broker-Dealer Status:
|
(a)
|
Are
you a broker-dealer?
|
Yes
o
No
o
|
Note:
|
If
yes, the Commission’s staff has indicated that you should be identified as
an underwriter in the Registration
Statement.
|
|
(b)
|
Are
you an affiliate of a
broker-dealer?
|
Yes
o
No
o
|
(c)
|
If
you are an affiliate of a broker-dealer, do you certify that you
bought
the Registrable Securities in the ordinary course of business, and
at the
time of the purchase of the Registrable Securities to be resold,
you had
no agreements or understandings, directly or indirectly, with any
person
to distribute the Registrable
Securities?
|
Yes
o
No
o
|
Note:
|
If
no, the Commission’s staff has indicated that you should be identified as
an underwriter in the Registration
Statement.
|
2
5.Beneficial
Ownership of Other Securities of the Company Owned by the Selling
Securityholder.
Except
as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.
|
(a)
|
Type
and Amount of Other Securities beneficially owned by the Selling
Securityholder:
|
6.
Relationships with the Company:
Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.
State
any
exceptions here:
The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
and prior to the Effective Date of the Registration Statement.
By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 6 and the inclusion of such
information in the Registration Statement and the related prospectus. The
undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of the Registration Statement
and the related prospectus.
IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
and Questionnaire to be executed and delivered either in person or by its duly
authorized agent.
|
Dated:
|
Beneficial
Owner:
|
||||
|
By:
|
|||||
|
Name:
|
|||||
|
Title:
|
|||||
3
PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL TO THE COMPANY AT THE ADDRESS SET FORTH
BELOW:
|
0000
Xxxxx Xxxxxxx Xxxxxx
|
|
Xxxxx
Xxx, Xxxxxxxxxx 00000
|
|
Telephone:
(000) 000-0000
|
|
Attn.:
Xxxxxx Xxxxx, President
|
4
