Execution Copy
RAKO CAPITAL CORPORATION
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") sets forth
the registration rights granted by RAKO Capital Corporation, a Nevada
corporation (the "Company"), to the Stockholders under the Stockholders
Agreement dated as of February 7, 2003 by and among the Company and the
Stockholder parties thereto. Capitalized terms used herein without definitions
have the same meanings herein as in the Stockholders Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
covenants contained herein, the parties agree as follows:
1. Definitions. The following terms when used in this
Agreement shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):
"Commission" shall mean the Securities and Exchange
Commission.
"Demand Registration" shall have the meaning provided in
Section 2(a).
"Person" shall mean any natural person, corporation, firm,
partnership, limited liability company, limited liability partnership,
association, government, governmental agency or other entity, whether acting in
an individual, fiduciary or other capacity.
"Registrable Securities" shall mean (i) Common Stock of the
Company issued to a Stockholder pursuant to a transaction with the Company; and
(ii) any equity securities of the Company issued or issuable with respect to its
Common Stock by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when they have been distributed to the
public pursuant to an offering registered under the Securities Act or sold to
the public through a broker, dealer or market maker in compliance with Rule 144
(or any similar rule then in force). For purposes of this Agreement, a Person
shall be deemed to be a holder of Registrable Securities whenever the Person has
the right to acquire, directly or indirectly, the Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise,
but disregarding any restrictions or limitations upon the exercise of such
right), whether or not the acquisition has actually been effected.
"Registration Expenses" shall have the meaning provided in
Section 6(a).
"Rule 144" shall mean Rule 144 promulgated under the
Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Stockholders Agreement" shall mean the Stockholders Agreement
of even date herewith among the Stockholders and the Company.
"1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.
2. Demand Registrations.
(a) Requests for Registration. If the holders of
Registrable Securities having a right to do so request registration under the
Securities Act of any of their Registrable Securities, then within ten days
after receipt of any such request, the Company shall give written notice of such
requested registration to all other holders of Registrable Securities and shall
include in the registration all Registrable Securities with respect to which the
Company has received written requests for inclusion therein within 15 days after
the receipt of the Company's notice. All registrations requested pursuant to
this Section 2(a) are referred to herein as "Demand Registrations." The
Stockholders under this Agreement do not have any Demand Registration rights.
(b) Priority on Demand Registrations. If a Demand
Registration is an underwritten offering and the managing underwriters advise
the Company in writing that in their opinion the number of Registrable
Securities and other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities that can be
sold in an orderly manner in such offering within a price range acceptable to
the holders of a majority of the Registrable Securities initially requesting
registration, then the Company shall include in the Demand Registration, prior
to the inclusion of any Registrable Securities under a Piggyback Registration or
any securities that are not Registrable Securities, the number of Registrable
Securities requested to be included that, in the opinion of the underwriters,
can be sold in an orderly manner within the price range of the offering, pro
rata, first, among the respective holders of Demand Registration rights on the
basis of the amount of Registrable Securities owned by each such holder and,
second, among the respective holders of Registrable Securities having securities
included on a Piggyback Registration basis.
3. Piggyback Registrations.
(a) Right to Piggyback. Subject to the terms and
conditions hereof, whenever the Company proposes to register any of its
securities under the Securities Act and the registration form to be used may be
used for the registration of Registrable Securities (a "Piggyback
Registration"), the Company shall give prompt written notice to all holders of
Registrable Securities of the Company's intention to effect such a registration
and shall include in the registration all Registrable Securities with respect to
which the Company has received written requests for inclusion therein within 15
days after the receipt of the Company's notice.
(b) Piggyback Expenses. The Registration Expenses of the
holders of Registrable Securities shall be paid by the Company in all Piggyback
Registrations.
(c) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number that can be sold in an orderly manner in such
2
offering within a price range acceptable to the Company, then the Company shall
include in such registration Registrable Securities in the following order: (i)
the securities the Company proposes to sell; (ii) the Registrable Securities
included pursuant to Demand Registration rights; (iii) the Registrable
Securities included pursuant to Piggyback Registration rights; and (iv) any
other securities included in the registration, pro rata among the holders of
such Registrable Securities and such other securities on the basis of the number
of shares owned by each such holder.
(d) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities and the managing underwriters advise the Company in
writing that, in their opinion, the number of securities requested to be
included in the registration exceeds the number that can be sold in an orderly
manner in such offering within a price range acceptable to the holders initially
requesting the registration, then the Company shall include in such registration
Registrable Securities in the following order: (i) Registrable Securities
included pursuant to a Demand Registration; (ii) Registrable Securities included
pursuant to a Piggyback Registration; and (iii) any other securities to be
included in the registration, in each instance pro rata among the holders of
such Registrable Securities and such other securities on the basis of the number
of shares owned by each such holder.
(e) Selection of Underwriters. If any Piggyback
Registration is an underwritten offering, then the Company shall have the right
to select the investment banker(s) and manager(s) for the offering.
(f) Other Registrations. If the Company has previously
filed a registration statement with respect to Registrable Securities (pursuant
to Section 2 or pursuant to this Section 3), and if such previous registration
has not been withdrawn or abandoned, then the Company shall not file or cause to
be effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-8 or any successor form), whether on its
own behalf or at the request of any holder or holders of such securities, until
a period of at least six months has elapsed from the effective date of the
previous registration.
4. Holdback Agreements.
(a) Each holder of Registrable Securities agrees not to
effect any public sale or distribution (including sales pursuant to Rule 144) of
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 90-day period (or such longer period as required by the underwriters
managing the registered public offering) beginning on the effective date of any
underwritten Demand Registration or underwritten Piggyback Registration in which
Registrable Securities are included (except for sales of such securities as part
of such underwritten registered offering and as otherwise permitted under Rule
144(k)), unless the underwriters managing the registered public offering
otherwise agree.
(b) The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such
3
securities, during the seven days prior to and during the 90-day period (or such
longer period as required by the underwriters managing the registered public
offering) beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such
underwritten registration or pursuant to registrations on Form S-8 or any
successor form), unless the underwriters managing the registered public offering
otherwise agree and (ii) to cause each holder of its equity securities, or any
securities convertible into or exchangeable or exercisable for its equity
securities, purchased from the Company at any time after the date of this
Agreement (other than in a registered public offering) to agree not to effect
any public sale or distribution (including sales pursuant to Rule 144) of any
such securities during such period (except as part of such underwritten
registration, if otherwise permitted), unless the underwriters managing the
registered public offering otherwise agree.
5. Registration Procedures. Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall endeavor to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of distribution thereof, and pursuant thereto the Company shall
as expeditiously as possible:
(a) Prepare and file with the Commission a registration
statement with respect to such Registrable Securities and endeavor to cause the
registration statement to become effective and remain effective until the
earlier of (i) the date when all Registrable Securities covered by the
registration statement have been sold or (ii) 90 days from the effective date of
the registration statement; provided that before filing a registration statement
or prospectus or any amendments or supplements thereto, the Company shall
furnish to the counsel selected by the holders of a majority of the Registrable
Securities covered by the registration statement copies of all such documents
proposed to be filed, including documents that are to be incorporated by
reference into the registration statement, amendment or supplement, which
documents shall be subject to the review of such counsel, and which proposed
registration statement or amendment or supplement thereto shall not be filed by
the Company if the holders of a majority of the Registrable Securities covered
by the registration statement, amendment or supplement reasonably object to such
filing;
(b) Prepare and file with the Commission such amendments
and supplements to the registration statement and the prospectus used in
connection therewith as may be necessary to keep the registration statement
effective for the period referred to in Section 5(a) and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by the registration statement during such period in
accordance with the intended methods of distribution by the sellers thereof set
forth in the registration statement;
(c) Furnish to each seller of Registrable Securities such
number of copies of the registration statement, each amendment and supplement
thereto, the prospectus included in the registration statement (including each
preliminary prospectus) and such other documents as such holder may reasonably
request in order to facilitate the distribution of the Registrable Securities
owned by such holder;
(d) Use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any holder thereof reasonably
4
requests and do any and all other acts and things that may be reasonably
necessary or advisable to enable such holder to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such holder; provided,
however, that the Company shall not be required to qualify to do business or
file a general consent to service of process in any such jurisdiction;
(e) Notify each holder of such Registrable Securities, 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 contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such holder, the Company shall
prepare a supplement or amendment to the prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;
(f) Promptly notify the holders of Registrable Securities
and the underwriters, if any, of the following events and (if requested by any
such Persons) confirm such notification in writing: (i) the filing of the
prospectus or any prospectus supplement and the registration statement and any
amendment or post-effective amendment thereto and, with respect to the
registration statement or any post-effective amendment thereto, the declaration
of the effectiveness of such document; (ii) any requests by the Commission for
amendments or supplements to the registration statement or the prospectus or for
additional information; (iii) the issuance or threat of issuance by the
Commission of any stop order suspending the effectiveness of the registration
statement or the initiation of any proceedings for that purpose; and (iv) the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation or threat of initiation of any proceeding for such purpose;
(g) Cause all such Registrable Securities to be listed on
each securities exchange on which similar securities issued by the Company are
then listed and, if not so listed, to be listed on the NASD automated quotation
system and, if listed on the NASD automated quotation system, endeavor to secure
designation of all such Registrable Securities covered by the registration
statement as a NASDAQ "national market system security" within the meaning of
Rule 11Aa2-1 under the 1934 Act or, failing that, to secure NASDAQ authorization
for such Registrable Securities and, without limiting the generality of the
foregoing, to arrange for at least two market makers to register as such with
respect to such Registrable Securities with the NASD;
(h) Provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(i) Enter into such customary agreements (including,
without limitation, underwriting agreements in customary form) and take all such
other actions as the holders of a majority of the Registrable Securities being
sold or the underwriters, if any, reasonably request in order to expedite or
facilitate the distribution of such Registrable Securities (including, without
limitation, effecting a stock split or a combination of shares);
5
(j) Make available for inspection by any holder of
Registrable Securities, any underwriter participating in any distribution
pursuant to the registration statement and any attorney, accountant or other
agent retained by any such holder or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors, employees and independent accountants to
supply all information reasonably requested by any such holder, underwriter,
attorney, accountant or agent in connection with the registration statement;
(k) Otherwise endeavor to comply with all applicable rules
and regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least twelve months beginning with the first day of the Company's first full
calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;
(l) Permit any holder of Registrable Securities to
participate in the preparation of such registration or comparable statement and
to require the insertion therein of material furnished to the Company in
writing, which in the reasonable judgment of the holder and its counsel should
be included;
(m) Make every reasonable effort to prevent the entry of
any order suspending the effectiveness of the registration statement and, in the
event of the issuance of any such stop order, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any security included in such registration statement for sale in any
jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order;
(n) Endeavor to cause such Registrable Securities covered
by the registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the holders
thereof to consummate the distribution of such Registrable Securities;
(o) Cooperate with the selling holders of Registrable
Securities and the underwriters, if any, to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends, and enable such Registrable Securities to
be in such lots and registered in such names as the underwriters may request at
least two business days prior to any delivery of Registrable Securities to the
underwriters;
(p) Provide a CUSIP number for all Registrable Securities
not later than the effective date of the registration statement; and
(q) Prior to the effectiveness of the registration
statement and any post-effective amendment thereto and at each closing of an
underwritten offering, (i) make such representations and warranties to the
selling holders of such Registrable Securities and the underwriters, if any,
with respect to the Registrable Securities and the registration statement as are
customarily made by issuers to underwriters in primary underwritten offerings,
(ii) obtain
6
opinions of counsel to the Company and updates thereof (which counsel and which
opinions shall be reasonably satisfactory to the underwriters, if any, and to
the holders of a majority of the Registrable Securities being sold) addressed to
each selling holder and the underwriters, if any, covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such holders and underwriters or
their counsel, (iii) obtain "cold comfort" letters and updates thereof from the
Company's independent certified public accountants addressed to the selling
holders of Registrable Securities and the underwriters, if any, such letters to
be in customary form and covering matters of the type customarily covered in
"cold comfort" letters by underwriters in connection with primary underwritten
offerings and (iv) deliver such documents and certificates as may be reasonably
requested by the holders of a majority of the Registrable Securities being sold
and by the underwriters, if any, to evidence compliance with clause (i) above
and with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Company.
6. Registration Expenses.
(a) All expenses incident to the Company's performance of
or compliance with this Agreement, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or
blue sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions) and other
Persons retained by the Company (all such expenses being herein called
"Registration Expenses"), shall be borne by the Company, and the Company shall
pay its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit or quarterly review, the expense of any
liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the
Company are then listed or on the NASD automated quotation system.
(b) To the extent Registration Expenses are not required to
be paid by the Company, each holder of securities included in any registration
hereunder shall pay those Registration Expenses allocable to the registration of
the holder's securities so included, and any Registration Expenses not so
allocable shall be borne by all sellers of securities included in the
registration in proportion to the aggregate selling price of the securities to
be so registered.
7. Indemnification.
(a) The Company agrees to indemnify, to the extent
permitted by law, each holder of Registrable Securities, its affiliates and
their respective officers, directors, employees and agents, as the case may be,
and each Person who controls the holder (within the meaning of the Securities
Act), against all losses, claims, damages, liabilities and expenses caused by
any untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such holder expressly for use
therein as
7
provided in Section 7(b) below. In connection with an underwritten offering, the
Company shall indemnify the underwriters, their officers, directors and
partners, as the case may be, and each Person who controls the underwriters
(within the meaning of the Securities Act), to the same extent as provided above
with respect to the indemnification of the holders of Registrable Securities.
(b) In connection with any registration statement in which
a holder of Registrable Securities is participating, each holder shall furnish
to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration statement
or prospectus and, to the extent permitted by law, shall indemnify the Company,
its directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by the holder; provided that the obligation to indemnify
shall be individual to each holder.
(c) Any Person entitled to indemnification hereunder shall
(i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) unless in the indemnified
party's reasonable judgment a conflict of interest between the indemnified and
the indemnifying parties may exist with respect to such claim, permit the
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by the
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party, a conflict of interest may exist between the
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and shall survive the transfer of securities.
The Company also agrees to make such provisions as are reasonably requested by
any indemnified party for contribution to the party in the event the Company's
indemnification is unavailable for any reason.
8. Participation in Underwritten Registrations. No Person
may participate in any registration hereunder that is underwritten unless the
Person (a) agrees to sell the Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements; provided that no
holder of
8
Registrable Securities included in any underwritten registration shall be
required to make any representations or warranties to the Company or the
underwriters other than representations and warranties regarding the holder and
the holder's intended method of distribution.
9. Reports Under the Securities Laws. With a view to
making available to the holders of Registrable Securities the benefits of Rule
144 and any other rule or regulation of the Commission that may at any time
permit the holder to sell securities of the Company to the public without
registration, the Company agrees to use its best efforts to:
(a) Make and keep public information available, as those
terms are understood and defined in Rule 144, at all times subsequent to 90 days
after the effective date of any registration statement covering an underwritten
public offering filed under the Securities Act by the Company;
(b) File with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
1934 Act at any time after it is subject to the reporting requirements; and
(c) Furnish to any holder so long as the holder owns any of
the Registrable Securities forthwith upon request a written statement by the
Company that it has complied with the reporting requirements of Rule 144 (at any
time after 90 days after the effective date of the registration statement filed
by the Company), and of the Securities Act and the 1934 Act (at any time after
it has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
so filed by the Company as may be reasonably requested by any holder in availing
itself of any rule or regulation of the Commission permitting the selling of any
of the Company's securities without registration.
10. Transfer of Registration Rights. Provided that any such
transfer is made in compliance with the terms of the Stockholders Agreement and
provided further that the Company is given written notice by the holder of
Registrable Securities at the time of any transfer of Registrable Securities by
such holder stating the name and address of the transferee of such Registrable
Securities and identifying the Registrable Securities with respect to which the
rights under this Agreement are being assigned, the rights of the holder of
Registrable Securities under this Agreement may be transferred in whole or in
part at any time to any such transferee, so long as such transfer of Registrable
Securities is in accordance with all applicable state and federal securities
laws and regulations.
11. Miscellaneous.
(a) No Inconsistent Agreements. The Company shall not
hereafter enter into any agreement with respect to its securities that is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.
(b) Adjustments Affecting Registrable Securities. The
Company shall not take any action, or permit any change to occur, with respect
to its securities that would materially and adversely affect the ability of the
holders of Registrable Securities to include the Registrable Securities in a
registration undertaken pursuant to this Agreement or that would materially and
9
adversely affect the marketability of the Registrable Securities in any such
registration (including, without limitation, effecting a stock split or a
combination of shares).
(c) Remedies. Any Person having rights under any provision
of this Agreement shall be entitled to enforce such rights specifically to
recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law. The parties hereto
agree and acknowledge that money damages may not be an adequate remedy for any
breach of the provisions of this Agreement and that any party may, in its sole
discretion, apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.
(d) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and holders of a majority of the
Registrable Securities (excluding all Registrable Securities held by the
Company, or, to the extent purchased pursuant to Section 4 of the Stockholders
Agreement, any shareholder of the Company). The failure of any party to enforce
any of the provisions of this Agreement will in no way be construed as a waiver
of such provisions and will not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
(e) Successors and Assigns. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto,
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement that are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities who consents in
writing to be bound by this Agreement.
(f) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, that provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(g) Counterparts. This Agreement may be executed
simultaneously in multiple counterparts, any one of which need not contain the
signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Agreement.
(h) Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement. The use of the word "including" in this
Agreement shall be by way of example rather than by limitation.
(i) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without regard to
principles of conflicts of law; provided, however, that if at some future time
the Company shall reincorporate in the State of
10
Delaware, then the governing law shall be that of the State of Delaware upon the
effectiveness of any such reincorporation.
(j) Notices. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Statement
shall be in writing and shall be delivered pursuant to the terms of the
Stockholders Agreement.
11
IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of February 7, 2003 with respect to the Company
and those Stockholders signing on that date and as of the date next to each
Stockholder's signature, whichever is the later.
RAKO CAPITAL CORPORATION
By: /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
Title: President and CEO
STOCKHOLDER
TWS INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: CEO
12
