EXHIBIT 10.14
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT is made as of the 14th day of May
1996 (this "Agreement"), between Styles on Video, Inc., a Delaware corporation
(the "Company"), and Xxxx X. Xxxxxx, an individual ("Xxxxxx").
WITNESSETH:
WHEREAS, the Company has entered into a Note and Preferred Stock
Purchase Agreement, dated May 14, 1996 (the "Note Agreement"), among the
Company, Xxxxxxx Xxxxx, Inc., a California corporation and subsidiary of the
Company ("FYI"), and International Digital Investors, L.L.P., a Delaware limited
partnership ("IDI").
WHEREAS, in connection with the Note Agreement, and in exchange for
the surrender for cancellation by Xxxxxx of 20,000 shares of common stock of FYI
previously held by him, the Company issued to Xxxxxx warrants to purchase
7,747,449 shares of the Common Stock of the Company (the "Warrants"), subject to
downward adjustment to 1,631,042 shares as provided in the Warrant Certificate
evidencing the Warrants.
WHEREAS, the Company desires to grant to Xxxxxx, as provided herein,
certain registration rights with respect to the Warrants and the shares of
Common Stock issuable to the Xxxxxx upon exercise of the Warrants.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and subject to and
on the terms and conditions herein set forth, the parties hereto agree as
follows:
ARTICLE 1
CERTAIN DEFINITIONS
Terms with initial capital letters not otherwise defined in this
Agreement have the meanings set forth in Exhibit A to the Note Agreement. In
addition, the following terms with initial capital letters have the following
meanings:
1.1 "Business Day" means any day on which the American Stock Exchange
is open for trading.
1.2 "Closing Date" means the date of this Agreement.
1.3 "Common Stock" means the Common Stock, par value $.001 per share
of the Company, and any securities of the Company or any successor which may be
issued on or after the date hereof in respect of, or in exchange for, shares of
Common Stock pursuant to merger, consolidation, stock split, stock dividend,
recapitalization of the Company or otherwise.
1.4 "Eligible Securities" means any and all of the Warrants and any
shares of Common Stock issuable upon exercise of the Warrants, whether held by
the Xxxxxx or any direct or indirect transferee of Xxxxxx.
As to any proposed offer or sale of Eligible Securities, such
securities shall cease to be Eligible Securities with respect to such proposed
offer or sale when (i) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration
statement or (ii) all of such securities are permitted to be distributed
concurrently pursuant to Rule 144 (or any successor provision to such Rule)
under the Securities Act or are otherwise freely transferable to the public
without registration pursuant to Section 4(1) of the Securities Act. In the
event the Company prepares a registration statement pursuant to Article 3 hereof
which becomes effective and the Holder fails to dispose of Eligible Securities
included therein at the request of such Holder, such securities shall remain
Eligible Securities but the Holder shall be responsible for assuming that
portion of the Registration Expenses in connection with such registration as
equals that portion of Eligible Securities originally to be sold pursuant to
such registration which were included therein at the request of such Holder but
were not so sold.
1.5 "Holder" means Xxxxxx and each of Xxxxxx'x successive successors
and assigns who acquires Eligible Securities, directly or indirectly, from the
Xxxxxx or from any successive successor or assign of Xxxxxx.
1.6 "Person" means an individual, a partnership (general or limited),
corporation, joint venture, business trust, cooperative, association or other
form of business organization, whether or not regarded as a legal entity under
applicable law, a trust under vivos or testamentary), an estate of a deceased,
insane or incompetent person, a quasi-governmental entity, a government or any
agency, authority, political subdivision or other instrumentality thereof, or
any other entity.
1.7 "Registration Expenses" means all expenses incident to the
Company's performance of or compliance with the registration requirements set
forth in this Agreement including, without limitation, the following: (a) the
fees, disbursements and expenses of the Company's counsel(s) and accountants in
connection with the registration of Eligible Securities to be disposed of under
the Securities Act, (b) all expenses in connection with the preparation,
printing and filing of the registration statement, any preliminary prospectus or
final prospectus, any other offering document and amendments and supplements
thereto and the mailing and delivering of copies thereof to the underwriters and
dealers, (c) the cost of printing or producing any agreement(s) among
underwriters, underwriting agreement(s) and blue sky or legal investment
memoranda, any selling agreements and any other documents in connection with the
offering, sale or delivery of Eligible Securities to be disposed of, (d) all
expenses in connection with the qualification of Eligible Securities to be
disposed of for offering and sale under state securities laws, including the
fees and disbursements of counsel for the underwriters in connection with such
qualifications and in connection with any blue sky and legal investment surveys,
(e) the filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc., of the terms of the sale of Eligible
Securities to be disposed of, and (f) fees and expenses incurred in connection
with the listing of Eligible Securities on each securities exchange on which
securities of the same class are then listed; provided, however, that
Registration Expenses with respect to any registration pursuant to this
Agreement shall not include (x) underwriting discounts or commissions
attributable to Eligible Securities, (y) transfer taxes applicable to Eligible
Securities or (z) SEC filing fees with respect to Eligible Securities to be sold
by the Holder thereof.
1.8 "SEC" means the Securities and Exchange Commission.
1.9 "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder, all as
the same shall be in effect at the relevant time.
1.10 "Additional Registrable Securities" means any securities of the
Company, including the IDI Securities, the holders of which have been granted
registration rights by the Company.
1.11 "IDI Securities" means "Eligible Securities" as defined in that
certain Amended and Restated Registration Rights Agreement, dated as of the date
hereof, by and between the Company and IDI, as the same may be amended or
modified from time to time.
ARTICLE 2
EFFECTIVENESS
2.1 Effectiveness of Registration Rights. The registration rights
granted pursuant to Article 3 hereof shall become effective on the Closing date
and terminate when there cease to be Eligible Securities.
ARTICLE 3
PIGGYBACK REGISTRATION
3.1 Notice and Registration. If the Company proposes to register any
of its securities under the Securities Act (whether for its own account or for
the account of any other Person, or both) (the "Primary Securities") on a form
and in a manner which would permit registration of Eligible Securities for sale
to the public under the Securities Act, it will give prompt written notice to
all Holders of its intention to do so. Such notice shall specify, at a minimum,
the number and class of the Primary Securities so proposed to be registered, the
proposed date of filing of such registration statement, and proposed means of
distribution of such Primary Securities, any proposed managing underwriter or
underwriters of such Primary Securities and a good faith estimate by the Company
of the proposed maximum offering price thereof, as such price is proposed to
appear on the facing page of such registration statement. Upon the written
request of any Holder delivered to the Company within 5 Business Days after the
giving of any such notice (which request shall specify the number of Eligible
Securities intended to be disposed of by such Holder and the intended method of
disposition thereof), the Company will use reasonable efforts to effect, in
connection with the registration of the Primary Securities, the registration
under the Securities Act of all Eligible Securities which the Company has been
so requested to register by such Holder (the "Selling Stockholder"), to the
extent required to permit the disposition (in accordance with the intended
method or methods thereof as aforesaid) of Eligible Securities so to be
registered, provided that
(a) if, at any time after giving such written notice of its
intention to register any Primary Securities and prior to the effective
date of the registration statement filed in connection with such
registration, the Company shall be unable to or shall determine for any
reason not to register such Primary Securities, the Company may, at its
election, give written notice of such determination to such Holder and
thereupon the Company shall be relieved of its obligation to register such
"Eligible Securities" in connection with the registration of such Primary
Securities (but not from its obligation to pay Registration Expenses to the
extent incurred in connection therewith as provided in Section 3.2);
(b) In the event that any managing underwriter of the Primary
Securities shall advise the Company, any holders for whose account any such
Primary Securities are being registered (the "Requesting Stockholders"),
the Selling Stockholders and any holders requesting to have Additional
Registrable Securities included in such registration (the "Additional
Stockholders") in writing that, in its opinion, the inclusion in the
registration statement of all of the Primary Securities, Eligible
Securities and Additional Registrable Securities sought to be registered by
the respective holders thereof creates a substantial risk
that the price per unit that the Company and such holders will derive from
such registration will be materially and adversely affected or that the
offering would otherwise be materially and adversely affected, then the
Company will include in such registration statement such number of Primary
Securities, Eligible Securities and Additional Registrable Securities as
the Company, the Requesting Stockholders, the Selling Stockholders and the
Additional Stockholders are so advised can be sold in such offering without
such an effect (the "Maximum Number"), as follows and in the following
order of priority: (i) first, the number of Primary Securities, if any,
that the Company, in its reasonable judgment and acting in good faith and
in accordance with sound financial practice, shall have determined to
include in such registration, (ii) second, if and to the extent that the
number of Primary Securities sought to be registered under clause (i) is
less than the Maximum Number, the number of Primary Securities sought to be
registered by each Requesting Stockholder, if any, the number of Eligible
Securities sought to be registered by each Selling Stockholder and the
number of IDI Securities, if any, sought to be registered by each holder
thereof, pro rata, if necessary, in proportion to the number sought to be
registered by such Requesting Stockholder, a Selling Stockholder or holder
of IDI Securities, as applicable, relative to the number sought to be
registered by all Requesting Stockholders, Selling Stockholders and holders
of IDI Securities and (iii) third, if and to the extent that the number of
Primary Securities, Eligible Securities and IDI Securities sought to be
registered under clauses (i) and (ii) is less than the Maximum Number, any
Additional Registrable Securities sought to be registered by the Additional
Stockholders, if any.
(c) The Company shall not be required to effect any registration
of Eligible Securities under this Article 3 incidental to the registration
of any of its securities in connection with mergers, acquisitions, exchange
offers, subscription offers, dividend reinvestment plans or stock options
or other employee benefit plans, and
(d) The Company shall not be required to register any Eligible
Securities if the intended method or methods of distribution for the
Eligible Securities is from time to time in multiple transactions.
3.2 Registration Expenses. The Company (as between the Company and
any Holder) shall be responsible for the payment of all Registration Expenses in
connection with any registration pursuant to this Article 3.
ARTICLE 4
REGISTRATION PROCEDURES
4.1 Registration and Qualification. If and whenever the Company is
required to use reasonable efforts to effect the registration of any Eligible
Securities under the Securities Act as provided in Article 3, the Company will
as promptly as is practicable:
(a) prepare, file and use reasonable efforts to cause to become
effective a registration statement under the Securities Act regarding the
Eligible Securities to be offered.
(b) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective
and to comply with the provisions of the Securities Act with respect to the
disposition of all Eligible Securities until the earlier of such time as
all of such Eligible Securities have been disposed of in accordance with
the intended methods of disposition by the Holders set forth in such
registration statement or the expiration of six (6) months after such
registration statement becomes effective.
(c) furnish to all Holders and to any underwriter (which term for
purposes of this Agreement shall include a person deemed to be an
underwriter within the meaning of Section 2(11) of the Securities Act and
any placement agent or sales agent of such Eligible Securities) one
executed copy each and such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus included
in such registration statement (including each preliminary prospectus and
any summary prospectus), in conformity with the requirements of the
Securities Act, such documents incorporated by reference in such
registration statement or prospectus, and such other documents as any
Holder or such underwriter may reasonably request.
(d) use reasonable efforts to register or qualify all Eligible
Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as any Holder or any
underwriter of such Eligible Securities shall reasonably request, and do
any and all other acts and things which may be necessary or advisable to
enable any Holder or any underwriter to consummate the disposition in such
jurisdictions of the Eligible Securities by such registration statement,
except the Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction
wherein it is not so qualified, or to subject itself to taxation in any
such jurisdiction, or to consent to general service of process in any such
jurisdiction.
(e) promptly notify the selling Holders of Eligible Securities
and the managing underwriters, if any, thereof and confirm such advice in
writing, (i) when such registration statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective
amendment has been filed, and, with respect to such registration statement
or any post-effective amendment, when the same has become effective, (ii)
of any comments by the SEC and by the blue sky or securities commissioner
or regulator of any state with respect thereto or any request by the SEC or
such commissioner for amendments or supplements to such registration
statement or prospectus or for additional information, (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of such
registration statement or the initiation or threatening of any proceedings
for that purpose, (iv) if at any time the representations and warranties by
the Company contemplated by Section 4.1(h) or Section 4.2 hereof cease to
be true and correct in all material respect, (v) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Eligible Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose, or (vi)
at any time when a prospectus is required to be delivered under the
Securities Act, that such registration statement, prospectus, prospectus
amendment or supplement or post-effective amendment, or any document
incorporated by reference in any of the foregoing, contains 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 circum stances then existing (it being
understood that the Company shall file any necessary amendments or take any
other action necessary to correct such misleading information).
(f) use its reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of such registration statement or any
post-effective amendment thereto at the earliest practicable date.
(g) use its reasonable efforts to obtain the consent or approval
of each governmental agency or authority, whether federal, state or local,
which may be required to effect such registration or the offering or sale
in connection therewith or to enable the Holders to offer, or to consummate
the disposition of, the Eligible Securities.
(h) whether or not an agreement of the type referred to in
Section 4.2 hereof is entered into and whether or not any portion of the
offerings contemplated by such registration statement is an underwritten
offering or is made through a placement or sales agent or and other entity,
(i) make such representations and warranties to the Holders and the
underwriters, if any thereof in form, substance and scope as are
customarily made in connection with an offering of common stock or other
equity securities pursuant to any appropriate agreement and/or a
registration statement filed on the form applicable to such registration,
(ii) obtain opinions of inside and outside counsel to the Company in
customary form and covering such matters, of the type customarily covered
be such opinions as the managing underwriters, if any, and as the Holders
may reasonably request, (iii) obtain a "cold comfort" letter or letters
from the independent certified public accountants of the Company addressed
to the Holders and the underwriters, if any, thereof dated (I) the
effective date of such registration statement and (II) the date of the
closing under the underwriting agreement relating thereto, such letter or
letters to be in customary form and covering such matters of the type
customarily covered, from time to time by letters of such type and such
other financial matters as the managing underwriters, if any, and as the
Holders may reasonable request, (iv) deliver such documents and
certificates, including officers' certificates, as may be reasonably
requested by the Holders and the placement or sales agent, if any, therefor
and the managing underwriters, if any, thereof to evidence the accuracy of
the representations and warranties made pursuant to clause (i) above and
the compliance with or satisfaction of any agreements or conditions
contained in the underwriting agreement or other agreement entered into by
the Company, and (v) undertake such obligations relating to expense
reimbursement, indemnification and contribution as are provided Article 6
hereof.
(i) comply with all applicable rules and regulations of the SEC,
and make generally available to its securityholders, as soon as practicable
but in any event not later than eighteen months after the effective date of
such registration statement, an earnings statement of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act (including,
at the option of the Company, Rule 158 thereunder), and
(j) use its best efforts to list prior to the effective date of
such registration statement, subject to notice of issuance, the Eligible
Securities covered by such registration statement on any securities
exchange on which securities of the same class are then listed or if such
class is not then so listed, to have the Eligible Securities accepted for
quotation for trading on the Nasdaq National Market (or a comparable
interdealer quotation system then in effect).
The Company may require any Holder to furnish the Company such information
regarding such Holder and the distribution of such securities as the Company may
from time to time reasonably request in writing and as shall be required by law
or by the SEC in connection with any registration.
4.2 Underwriting. In the event that any registration pursuant to
Article 3 hereof shall involve, in whole or in part, an underwritten offering,
the Company may require Eligible Securities requested to be registered pursuant
to Article 3 to be included in such underwriting on the same terms and
conditions as shall be applicable to the Primary Securities being sold through
underwriters under such registration. In such case, the Holders of Eligible
Securities on whose behalf Eligible Securities are to be distributed by such
underwriters shall be parties to any such underwriting agreement. Such
agreement shall contain such representations and warranties by the Holders and
such other terms and provisions as are then customarily contained in
underwriting agreements with respect to secondary distributions, including,
without limitation, indemnities and contribution to the effect and to the extent
provided in Article 6. The representations and warranties in such underwriting
agreement 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 such holders of Eligible Securities.
4.3 Withdrawals. Any Holder having notified the Company of its
desire to include any or all of its Eligible Securities in a registration
statement pursuant to Article 3 hereof shall have the right to withdraw such
notice with respect to any or all of the Eligible Securities designated for
registration thereby by giving written notice to such effect to the Company at
least two Business Days prior to the anticipated effective date of such
registration statement. In the event of any such withdrawal, the Company shall
amend such registration statement and take such other actions as may be
necessary so that such Eligible Securities are not included in the applicable
registration and not sold pursuant thereto, and such Eligible Securities shall
continue to be Eligible Securities in accordance herewith. The withdrawing
Holder shall be responsible for assuming that portion of the Company's expenses
in connection with such registration as equals the portion of Eligible
Securities originally to be sold pursuant to such registration which were to be
sold by the withdrawing Holder. No such withdrawal shall affect the obligations
of the Company with respect to Eligible Securities not so withdrawn.
ARTICLE 5
PREPARATION; REASONABLE INVESTIGATION
5.1 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement registering Eligible
Securities under the Securities Act, the Company will give all Holders and the
underwriters, if any, and their respective counsel and accountants, such
reasonable and customary access to its books and records and such opportunities
to discuss the business of the Company with its directors, officers, employees,
counsel and the independent public accountants who have certified its financial
statements as shall be necessary, in the opinion of any Holder and such
underwriters or their respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.
ARTICLE 6
INDEMNIFICATION AND CONTRIBUTION
6.1 Indemnification and Contribution. (a) In the event of any
registration of any Eligible Securities hereunder, the Company will enter into
customary indemnification arrangements to indemnify and hold harmless all
selling Holders, their directors and officers, if any, each Person who
participates as an underwriter in the offering or sale of such securities, each
officer and director of each underwriter, and each Person, if any, who controls
such seller or any such underwriter within the meaning of the Securities Act
against any losses, claims, damages, and expenses joint or several, to which
such Person may be subject under the Securities Act or otherwise insofar as such
losses, claims, damages, liabilities or expenses (or actions or proceedings in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement under which such securities were registered under the Securities Act,
any preliminary prospectus or final prospectus included therein, or any
amendment or supplement thereto, or any document incorporated be reference
therein, or (ii) 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 the Company will periodically reimburse each such Person for
and legal or any other expenses reasonably incurred by such Person in connection
with investigating or defending and such loss, claim, liability, action or
proceeding, provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in such registration statement, and such preliminary
prospectus or final prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any selling
Holder or such underwriter for use in the preparation thereof. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of any Holder or any such Person and shall survive the transfer of
such securities by such selling Holder. The Company also shall agree to make
provision for contribution as shall be reasonably requested be such selling
Holder or any underwriter in circumstances where such indemnity is held
unenforceable.
(b) All selling Holders, by virtue of exercising their registration
rights hereunder, agree and undertake to enter into customary indemnification
arrangements to indemnify and hold harmless (in the same manner and to the same
extent as set forth in clause (a) of this Article 6) the Company, each director
of the Company, each officer of the Company who shall sign such registration
statement, each Person who participates as an underwriter in the offering or
sale of such securities, each officer and director of each underwriter, each
Person, if any, who controls the Company or any such underwriter within the
meaning of the Securities Act, with respect to any statement in or omission from
such registration statement, any preliminary prospectus or final prospectus
included therein, or any amendment or supplement thereto, if such statement or
omission was made in reliance upon and in conformity with written information
concerning such Holder furnished by it to the Company for use in the preparation
thereof. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any such director, officer
or controlling Person and shall survive the transfer of the registered
securities by any Holder. Holders also shall agree to make provision for
contribution as shall be reasonably requested by the Company or any underwriters
in circumstances where such indemnity is held unenforceable. The
indemnification and contribution obligations of any Holder shall in every case
be limited to the aggregate proceeds received (net of any underwriting fees and
expenses and other transaction costs) by such Holder in such registration.
ARTICLE 7
TRANSFER OF REGISTRATION RIGHTS
7.1 Transfer of Registration Rights. Any Holder may transfer the
registration rights granted hereunder to any other Person in respect of Eligible
Securities held by such Holder; provided that such Holder (or and such permitted
transferee) shall retain registration rights as to any retained Eligible
Securities.
ARTICLE 8
RULE 144
8.1 Rule 144. The Company covenants to and with each Holder of
Eligible Securities that to the extent it shall be required to do so under the
Exchange Act, the Company shall use its best efforts timely to file the reports
required to be filed by it under the Exchange Act or the Securities Act
(including, but not limited to, the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the SEC
under the Securities Act) and the rules and regulations adopted by the SEC
thereunder, and shall use its best efforts, to take such further action as any
Holder may reasonably request, all to the extent required from time to time to
enable the Holders to sell Eligible Securities without registration under the
Securities
Act within the limitations of the exemption provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC. Upon the request of any Holder
of Eligible Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements.
ARTICLE 9
MISCELLANEOUS
9.1 Captions. The captions or headings in this Agreement are for
convenience and reference only, and in no way define, describe, extend or limit
the scope or intent of this Agreement.
9.2 Severability. If any clause, provision or section of this
Agreement shall be invalid, illegal or unenforceable, the invalidity, illegality
or unenforceability of such clause, provision or section shall not affect the
enforceability or validity of any of the remaining clauses, provisions or
sections hereof to the extent permitted by applicable law.
9.3. Governing Law. This Agreement shall be governed by and be
construed and enforced in accordance with the laws of the State of California
without giving effect to conflicts of law principles.
9.4 Consent to Jurisdiction; Service of Process; Waiver of Jury
Trial. (a) The parties to this Agreement hereby irrevocably submit to the
exclusive jurisdiction of any Federal court located in Los Angeles, California
over any suit, action or proceeding arising out of or relating to this
Agreement. The parties hereby irrevocably waive, to the fullest extent permitted
by applicable law any objection which they may now or hereafter have to the
laying of venue of any such suit, action or proceeding brought in such court.
The parties agree that, to the fullest extent permitted by applicable law, a
final and nonappealable judgment in any such action or proceeding brought in
such court shall be conclusive and binding upon the parties.
(b) The parties hereby irrevocably waive any rights they may have in
any court, state or federal, to a trial by jury in any case of any type that
relates to or arises out of this Agreement or the transactions contemplated
herein.
9.5 Specific Performance. The Company acknowledges that it would be
impossible to determine the amount of damages that would result from any breach
by it of any of the provisions of this Agreement and that the remedy at law for
any breach, or threatened breach, of any of such provisions would likely be
inadequate and, accordingly, agrees that each Holder shall, in addition to and
other debts or remedies which it may have, be entitled to seek such equitable
and injunctive relief as may be available from any court of competent
jurisdiction to compel specific performance of, or restrain the Company from
violating any of such provisions. In connection with any action or proceeding
for injunctive relief the Company hereby waives the claim or defense that a
remedy at law alone is adequate and agrees, to the maximum extent permitted by
law, to have each provision of this Agreement specifically enforced against it,
without the necessity of posting bond or other security against it, and consents
to the entry of injunctive relief against it enjoining or restraining any breach
or threatened breach of this Agreement.
9.6 Modification of Amendment. This Agreement may not be changed,
modified, discharged or amended, except by an instrument signed by all of the
parties hereto.
9.7 Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
9.8 Entire Agreement. This Agreement constitutes the entire
agreement and understanding among the parties and supersedes any prior
understandings and or written or oral agreements among them respecting the
subject matter herein.
9.9 Notices. All notices, requests, demands, consents and other
communications required or permitted to be given pursuant to this Agreement
shall be in writing and delivered by hand, by telecopy, by overnight courier,
delivery service or by certified mail return receipt requested, postage prepaid.
Notices shall be deemed given when actually received, which shall be deemed to
be not later than the next Business Day if sent by overnight courier or after
five Business Days if sent by mail.
9.10 Successor to Company, Etc. This Agreement shall be binding upon,
and inure to the benefit of the Company's successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the day and year first above written.
THE COMPANY
STYLES ON VIDEO, INC.
By:
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Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
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Xxxx X. Xxxxxx
