REGISTRATION RIGHTS AGREEMENT
AMONG
EIF Holdings, Inc.
AND
Xxx X. Manta
Xxxxxx X. Manta
Xxxxxxx X. Xxxxxx
Xxxx X. Manta
Xxxxx XxXxxxx
Xxxx X. Manta, as Trustee of
Xxxxxxx Manta Trust
Xxxx X. Manta, as Trustee of
Xxxxx Manta Trust
Xxxx X. Manta, as Trustee of
Alexander Manta Trust
Xxx X. Manta
Xxx X. Xxxxxxxx
November 18, 1997
Page 206
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made as of
November 18, 1997, by and among EIF Holdings, Inc., a Hawaii corporation
(the "Buyer"), and Xxx X. Manta, Xxxxxx X. Manta, Xxxxxxx X. Xxxxxx, Xxxx
X. Manta, Xxxxx XxXxxxx, Xxxx X. Manta, as Trustee of Xxxxxxx Manta Trust,
Xxxx X. Manta, as Trustee of Xxxxx Manta Trust, Xxxx X. Manta, as Trustee
of Alexander Manta Trust, Xxx X. Manta, and Xxx X. Xxxxxxxx (collectively
the "Sellers").
Recitals
This Agreement has been executed and delivered pursuant to and in
accordance with the terms and conditions of a certain Stock Purchase Agreement,
dated September 30, 1997, by and among the Buyer and the Sellers (the "Stock
Purchase Agreement") pursuant to which and contemporaneously with the execution
hereof, Buyer is purchasing all of the issued and outstanding capital stock of
X.X. Manta, Inc., an Illinois corporation. Capitalized terms used in this
Agreement without definition shall have the respective meanings set forth in the
Stock Purchase Agreement.
The Buyer desires to grant certain registration rights to the Sellers
with respect to certain securities of the Buyer delivered to the Sellers in
consideration for, or otherwise in connection with, the transactions set forth
in or contemplated under either the Stock Purchase Agreement or any of the Buyer
Transaction Documents.
Agreement
Now, therefore, the parties hereto, intending to be legally bound,
mutually agree as follows:
1. Definitions. As used in this Agreement the following terms shall
have the following respective meanings:
"Additional Stock Option Agreements" means the additional Stock Option
Agreements to be delivered to Sellers pursuant to the Stock Purchase
Agreement.
"Convertible Securities" means the Convertible Promissory Notes,
Retention Bonus Agreements, Stock Option Agreements, and Additional Stock
Option Agreements.
"Convertible Promissory Notes" means the Convertible Promissory Notes
issued to the Sellers pursuant to the Stock Purchase Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holders" mean persons owning of record Registrable Securities and/or
Convertible Securities.
"Retention Bonus Agreements" means the Retention Bonus Agreements
executed and delivered pursuant to the Stock Purchase Agreement.
"Register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.
"Registrable Securities" means the Shares; provided, however,
notwithstanding the foregoing, Registrable Securities shall not include any
Shares sold after the date hereof to the public either pursuant to a
registration statement or Rule 144 or sold in a private transaction, or
securities eligible for resale pursuant to Rule 144(k).
"Registration Expenses" shall mean all expenses incurred by the Buyer
in complying with Sections 2(a), 2(b) and 2(c) hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Buyer, blue sky fees and expenses and the
expense of any special audits incurred by the Buyer incident to or required by
any such registration.
"Requisite Holders" shall mean the Holders of a majority in interest
of the Shares.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale.
"Shares" shall mean shares of the Buyer's common stock, no par value,
duly issuable to the Sellers upon the conversion of the Convertible Promissory
Notes, the conversion of the Retention Bonus Agreements or the exercise of
options granted pursuant to the terms of any of the Stock Option Agreements or
Additional Stock Option Agreements.
"Stock Option Agreements" means the Stock Option Agreements issued to
the Sellers pursuant to the Stock Purchase Agreement.
"Form S-3" means such form under the Securities Act as in effect on the
date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.
"SEC" or "Commission" means the Securities and Exchange Commission.
Page 207
2. Registration:
(a) Piggyback Registrations. The Company shall notify the Holders in
writing at least thirty (30) days prior to the filing of any registration
statement under the Securities Act for purposes of a public offering of
securities of the Company (including, but not limited to, registration
statements relating to secondary offerings of securities of the Company, but
excluding registration statements relating to employee benefit plans or with
respect to corporate reorganizations or other transactions under Rule 145 of the
Securities Act) and will afford the Holders an opportunity to include in such
registration statement all of the Registrable Securities then held by the
Holders or duly issuable to such Holders prior to the filing of the subject
registration statement with the SEC upon their exercise of any option or
conversion right under any Convertible Security (the "Converted Securities").
The Holders desiring to include in any such registration statement all or any
part of the Registrable Securities held by it or, Converted Securities to be
held by it, shall, within fifteen (15) days after the above-described notice
from the Company, so notify the Company in writing. Such notice shall state the
intended method of disposition of the Registrable Securities or Converted
Securities by the Holders. If the Holders decide not to include all of their
Registrable Securities or Converted Securities in any registration statement
thereafter filed by the Company, the Holders shall nevertheless continue to have
the right to include any Registrable Securities or Converted Securities in any
subsequent registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities, all upon the terms and
conditions set forth herein.
(1)......Underwriting. If the registration statement under
which the Company gives notice under this Section 2(a) is for an underwritten
offering, the Company shall so advise the Holders. In such event, the right of
the Holders to be included in a registration pursuant to this Section 2(a) shall
be conditioned upon the Holders' participation in such underwriting and the
inclusion of the Holders' Registrable Securities and Converted Securities in the
underwriting to the extent provided herein. The Holders 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 the Agreement, if the underwriter determines in good faith that
marketing factors require a limitation of the number of shares to be
underwritten, the number of shares that may be included in the underwriting
shall be allocated, first, to the Company; second, to any shareholder of the
Company (other than the Holders) possessing rights entitling such shareholder to
have its shares of Common Stock registered on a pro rata basis; and third, to
the Holders. No such reduction shall reduce the securities being offered by the
Company for its own account to be included in the registration and underwriting.
(2)......Right to Terminate Registration. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 2(a) prior to the effectiveness of such registration whether or not
the Holders have elected to include securities in such registration. The
Registration Expenses of such withdrawn registration shall be borne by the
Company in accordance with Section 2(c) hereof.
(b) Form S-3 Registration. In the event that the Company receives from
the Requisite Holders a written request or requests that the Company effect a
registration on Form S-3 (or any successor to Form S-3) or any similar
short-form registration statement and any related qualification or compliance
with respect to all or a part of the Registrable Securities owned by the
Requisite Holders, then the Company will:
(1)......as soon as practicable, effect such registration and
all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of the
Requisite Holders' Registrable Securities as are specified in such request;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 2(b):
.........(i) if Form S-3 (or any successor or similar form) is not
available for such offering by such Requisite Holders, or
.........(ii) if such Requisite Holders, together with the holders of
any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other
securities (if any) at an aggregate price to the public of less than
$1,000,000, or
.........(iii) if the Company shall furnish to the Requisite
Holders a certificate signed by the Chairman of the Board of Directors of the
Company stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its shareholders
for such Form S-3 registration to be effected at such time, in which event the
Company shall have the right to defer the filing of the Form S-3 registration
statement for a period of not more than one hundred twenty (120) days after
receipt of the request of the Requisite Holders under this Section 2(b);
provided, that such right to delay a request shall be exercised by the Company
not more than once in any twelve (12) month period, or
.........(iv) if the Company has, within the twelve (12) month period
preceding the date of such request, already effected one (1) registration
on Form S-3 for any of the Holders pursuant to this Section 2(b), or
.........(v) in any particular jurisdiction in which the Company would
be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or
compliance.
(2)......Subject to the foregoing, the Company shall file a
Form S-3 registration statement covering the Registrable Securities and other
securities so requested to be registered as soon as practicable after receipt of
the request of the Requisite Holders. All such Registration Expenses incurred in
connection with registrations requested pursuant to this Section 2(b) after the
first registration shall be paid by the Holders participating in such
registration.
Page 208
(c) Expenses of Registration. Except as specifically provided herein,
all Registration Expenses incurred in connection with any registration under
Section 2(a) hereinabove and the first registration, qualification or compliance
pursuant to any registration under Section 2(b) herein shall be borne by the
Company. All Selling Expenses incurred in connection with any registrations of
Registrable Shares hereunder shall be borne by the Holders. The Company shall
not, however, be required to pay for expenses of any registration proceeding
begun pursuant to Section 2(b), the request of which has been subsequently
withdrawn by the Holders unless the withdrawal is based upon material adverse
information concerning the Company of which the Holders were not aware at the
time of such request.
(d) Obligations of the Company. Whenever required to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:
(1)......Prepare and file with the SEC a registration
statement as required hereunder with respect to such Registrable Securities and
use all commercially reasonable efforts to cause such registration statement to
become effective.
(2)......Prepare and file with the SEC 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.
(3)......Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities.
(4)......Use all commercially reasonable efforts to register
and qualify the securities covered by such registration statement under such
other securities or Blue Sky laws of such 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.
(5)......In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter(s) of such offering. The
Holders participating in such underwriting shall also enter into and perform
their obligations under such an agreement.
(6)......Notify the Holders of Registrable Securities covered
by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.
(7)......Furnish, at the request of the Holders participating
in the registration, on the date that such Registrable Securities are delivered
to the underwriters for sale, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters, on
the date that the registration statement with respect to such securities becomes
effective, (i) an opinion, dated as of such date, of the counsel representing
the Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and
reasonably satisfactory to a majority in interest of the Holders requesting
registration, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities and (ii) a letter dated as of
such date, from the independent certified public accountants of the Company, in
form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering and reasonably
satisfactory to a majority in interest of the Holders requesting registration,
addressed to the underwriters, if any, and if permitted by applicable accounting
standards, to the Holders requesting registration of Registrable Securities.
(e) Termination of Registration Rights. All registration rights granted
under this Section 2 shall terminate and be of no further force and effect four
(4) years after the date hereof.
(f) Delay of Registration; Furnishing Information.
(1)......The Holders shall not have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 2.
(2)......It shall be a condition precedent to the obligations
of the Company to take any action pursuant to Section 2(a) or 2(b) that the
Holders furnish to the Company such information regarding themselves, the
Registrable Securities held by them, including the actual issuance of such
Registrable Securities and the intended method of disposition of such securities
as shall be required to effect the registration of the Registrable Securities.
(3)......The Company shall have no obligation with respect to
any registration requested pursuant to Section 2(a) or Section 2(b) if, due to
the operation of subsection 2(f)(2), the number of shares or the anticipated
aggregate offering price of the Registrable Securities to be included in the
registration does not equal or exceed the number of shares or the anticipated
aggregate offering price required to originally trigger the Company's obligation
to initiate such registration as specified in Section 2(b).
Page 209
(g) Indemnification. In the event any Registrable Securities are
included in a registration statement under Sections 2(a) or 2(b):
(1)......To the extent permitted by law, the Company will
indemnify and hold harmless the Holders and legal counsel of the Holders, any
underwriter (as defined in the Securities Act) for the Holders and each person,
if any, who controls such Holders or underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or violations
(collectively a "Violation") by the Company or any of its affiliates, attorneys,
auditors, or other representatives: (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any state securities law in connection with the offering
covered by such registration statement; and the Company will reimburse the
Holders, underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided however, that the
indemnity agreement contained in this Section 2(g)(1) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld, nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holders, underwriter or controlling person of the
Holders.
(2)......To the extent permitted by law, the Holders will, if
Registrable Securities held by the Holders are included in the securities as to
which such registration qualifications or compliance is being effected,
indemnify and hold harmless the Company, each of its directors, its officers,
and legal counsel and each person, if any, who controls the Company within the
meaning of the Securities Act, and any underwriter, against any losses, claims,
damages or liabilities (joint or several) to which the Company or any such
director, officer, legal counsel, controlling person, or underwriter may become
subject under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that the Violation occurs in reliance upon
and in conformity with written information furnished by the Holders under an
instrument duly executed by the Holders and stated to be for use in connection
with such registration, and the Holders will reimburse any legal fees or other
expenses reasonably incurred by the Company or any such director, officer, legal
counsel, controlling person, or underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action if it is judicially
determined that there was such a Violation; provided, however, that the
indemnity agreement contained in this Section 2(g)(2) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holders, which consent shall
not be unreasonably withheld; provided further, that in no event shall any
indemnity under this Section 2(g) exceed the proceeds from the offering received
by the Holders.
(3)......Promptly after receipt by an indemnified party under
this Section 2(g) of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2(g), 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 the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2(g), but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section
2(g).
Page 210
(4)......If the indemnification provided for in this Section
2(g) is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities
referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the Violation(s) that resulted
in such loss, claim, damage or liability, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of
the indemnified party shall be determined by a court of law by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
(5)......The obligations of the Company and the Holders under
this Section 2(g) shall survive completion of any offering of Registrable
Securities in a registration statement and the termination of this Agreement. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
(h) "Market Stand-Off" Agreement. If requested by the Company or the
representative of the underwriters of common stock (or other securities) of the
Company, the Holders shall not sell or otherwise transfer or dispose of any
Shares (or other securities) of the Company held by the Holders (other than
those included in the registration) for a period specified by the representative
of the underwriters not to exceed one hundred eighty (180) days following the
effective date of a registration statement of the Company filed under the
Securities Act, provided that all officers and directors of the Company shall
enter into similar agreements.
The obligations described in this Section 2(h) shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of common stock (or other
securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period.
(i) Amendment of Registration Rights. Any provision of this Section 2
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Requisite Holders of the Registrable
Securities. Any amendment or waiver effected in accordance with this Section
2(i) shall be binding upon the Holders and the Company. By acceptance of any
benefits under this Section 2, Holders of Registrable Securities hereby agree to
be bound by the provisions hereunder including, but not limited to, this
amendment provision.
(j) Rule 144 Reporting. With a view to making available to the Holders
the benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees to use its best efforts to:
(1)......Make and keep public information available, as those
terms are understood and defined in SEC Rule 144 or any similar or analogous
rule promulgated under the Securities Act, at all times after the effective date
of the first registration filed by the Company for an offering of its securities
to the general public;
(2)......File with the SEC, in a timely manner, all reports and other
documents required of the Company under the Exchange Act;
(3)......So long as the Holders own any Registrable
Securities, or any of the Convertible Securities remain outstanding, furnish to
such Holders forthwith upon request: a written statement by the Company as to
its compliance with the reporting requirements of said Rule 144 of the
Securities Act, and of the Exchange 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 as the Holders may
reasonably request in availing itself of any rule or regulation of the SEC
allowing it to sell any such securities without registration.
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(k) Filing of SEC Reports. As promptly as possible following the
Closing Date of the Stock Purchase Agreement, but in all events no later than
March 31, 1998 (the "Filing Deadline Date"), the Company shall file all forms,
reports and documents that were required to be filed (but were not filed) by it
with the SEC and/or NASDAQ at any time prior to the Filing Deadline Date (the
("Delinquent SEC Reports"). From and after the Filing Deadline Date, and for so
long as this Agreement remains in effect, the Company shall timely file with the
SEC, NASDAQ and any other stock exchange upon which its capital stock or other
securities is listed or quoted all forms, reports and documents required to be
filed therewith by the Company under the Exchange Act or the Securities Act or
any of the rules and regulations promulgated thereunder. All such forms, reports
and documents shall comply as to form, content and otherwise with all applicable
requirements of the Exchange Act, the Securities Act and the rules and
regulations promulgated thereunder.
3. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Illinois without regard to conflicts of laws
principles.
(b) Assignment. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties hereto.
No party hereto may assign any of its rights or delegate any of its obligations
under this Agreement to any other person or entity without the prior written
consent of the other parties hereto.
(c) Entire Agreement. This Agreement, the Stock Purchase Agreement and
the other documents delivered pursuant thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.
(d) Severability. In case any provision of the Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
(e) Amendment and Waiver. Except as otherwise expressly provided, this
Agreement may be amended or modified, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only upon the written consent of the Company
and the Requisite Holders.
(f) Delays or Omissions. It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to the Holders, upon any breach,
default or noncompliance of the Company under this Agreement shall impair any
such right, power, or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of any
similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
the Holders' part of any breach, default or noncompliance under the Agreement or
any waiver on such Holders' part of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement, by law, or otherwise afforded to the Holders, shall be cumulative and
not alternative.
(g) Notices. All notices required or permitted hereunder shall be given
in accordance with Section 11(h) of the Stock Purchase Agreement.
(h) Titles and Subtitles. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
(i) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
(j) Parties in Interest. Nothing in this Agreement is intended to
provide any rights or remedies to any person or entity other than the parties
hereto.
Page 212
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date set forth in the first paragraph hereof.
SELLERS:
------------------------------- -------------------------------
Xxx X. Manta ......... Xxxxxx X. Manta
------------------------------- -------------------------------
Xxxxxxx X. Xxxxxx ......... Xxxx X. Manta
------------------------------- -------------------------------
Xxxxx XxXxxxx ......... Xxxx X. Manta, as Trustee of
......... Xxxxxxx Manta Trust
------------------------------- -------------------------------
Xxx X. Manta ......... Xxxx X. Manta, as Trustee of
......... Alexander Manta Trust
------------------------------- -------------------------------
Xxx X. Xxxxxxxx ......... Xxxx X. Manta, as Trustee of
......... Xxxxx Manta Trust
BUYER:
EIF HOLDINGS, INC.
By: .........
Xxxxx X. Xxxxxxxx, President
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