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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Registration Rights Agreement") is
made and entered into as of the 15th day of September, 1997, by and between
ADVANCED MATERIALS GROUP, INC., a Nevada corporation ("Company"); and XXXXXXX X.
XXXXX, Trustee of the XXXXXXX X. XXXXX LIVING TRUST DATED SEPTEMBER 7, 1983
("Xxxxx") on behalf of the Investors.
1.0 RECITALS.
1.1 Xxxxx and Trilon have entered into the Purchase Agreement,
pursuant to which Trilon, as the current holder of the Stock and the Warrants,
has agreed to sell, and Xxxxx, on behalf of the Investors, has agreed to
purchase, the Stock and Warrants.
1.2 Under the terms of the Warrants and the Credit Agreement, Trilon
has been afforded multiple demand registration rights to cause a portion of the
Stock and a portion of the Common Stock of the Company issuable upon exercise of
the Warrants to be registered with the Commission and to participate in
registered offerings by the Company.
1.3 Xxxxx, on behalf of the Investors, has requested that the
Company agree to register all of the Stock and all of the Common Stock of the
Company issuable upon exercise of the Warrants pursuant to a single registration
and, in exchange therefor, is willing to relinquish all of its registration
rights under the terms of the Warrants and the Credit Agreement and is willing
to bear more of the expense incurred in connection with such registration than
is currently provided in the Warrants and in the Credit Agreement.
1.4 The Company, acting by its Board of Directors, believes it is in
the Company's best interest to consolidate the Company's registration
obligations into a single agreement to provide for single registration in
accordance with the terms and conditions of this Registration Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements contained herein, the Parties, intending to be legally bound,
agree as follows:
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2.0 DEFINITIONS.
2.1 "1933 Act" shall mean the Securities Act of 1933, or any
successor federal statute, and the rules and regulations of the Commission (or
of any other federal agency then administering the 0000 Xxx) promulgated
thereunder, all as the same shall be in effect at the time.
2.2 "1934 Act" shall mean the Securities Exchange Act of 1934, or
any successor federal statute, and the rules and regulations of the Commission
(or of any other federal agency then administering the 0000 Xxx) promulgated
thereunder, all as the same shall be in effect at the time.
2.3 "Affiliate" shall mean any Person (whether directly or
indirectly or through one (1) or more intermediaries) who controls, is
controlled by, or is under common control with another Person. In the case of a
partnership, the general partner(s) thereof shall be deemed to control the
partnership. For purposes of this definition, "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of the Person in question.
2.4 "Applicable Period" shall have the meaning set forth in Section
3.1(a) hereof.
2.5 "Xxxxx" shall mean Xxxxxxx X. Xxxxx, Trustee of the Xxxxxxx X.
Xxxxx Living Trust Dated September 7, 1983.
2.6 "Commission" shall mean the Securities and Exchange Commission.
2.7 "Common Stock" shall mean the Company's common stock, $.001 par
value per share, as authorized on the date of this Agreement, and (b) any stock
or securities into which such common stock referenced in clause (a) above may be
changed, reclassified or converted.
2.8 "Company" shall mean Advanced Materials Group, Inc., a Nevada
corporation, and any successor in interest to the Company by virtue of merger,
consolidation, reorganization, asset purchase or otherwise.
2.9 "Credit Agreement" shall mean that certain Credit Agreement
dated September 21, 1994, by and between the Company and Dominion, as amended by
an Amendment to Credit Agreement, dated July 13, 1995, and an
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Amendment No. 2 to Credit Agreement, dated December 22, 1995, by and between the
Company and Dominion or Trilon.
2.5 "Dominion" shall mean Dominion Capital, Inc., a Virginia
corporation.
2.10 "Investor Representative" shall mean Xxxxxxx X. Xxxxx, an
individual, or such other Person which may be designated from time to time by a
Majority in Interest of Investors.
2.11 "Investors" shall mean the Persons designated by Xxxxx to be
members of the "Buyer" under the Purchase Agreement who will receive either,
directly or indirectly, a portion of the Stock or Warrants pursuant to the
Transaction, and their permitted successors and assigns. "Investor" shall mean
one of the foregoing Persons.
2.12 "Majority in Interest of Investors" shall mean the written
approval or consent of at least seventy-five percent (75%) of the holders of
then outstanding Registrable Securities (and treating for such purpose as
outstanding all shares of Common Stock or other securities which are issuable
upon exercise of the Warrants).
2.13 "Parties" shall mean the Company and the Investors. "Party"
shall mean one of the foregoing Persons.
2.14 "Person" shall mean any natural person and any corporation,
partnership, trust, limited liability company or other legal entity.
2.15 "Purchase Agreement" shall mean that letter agreement dated
August 13, 1997, between Trilon and Xxxxx, pursuant to which Trilon has agreed
to sell, and Xxxxx, on behalf of the Investors, has agreed to purchase, the
Stock and the Warrants.
2.16 "Registrable Securities" shall mean (a) the Stock to be sold to
the Investors pursuant to the Purchase Agreement, (b) the Common Stock issued or
issuable upon exercise of the Warrants to be sold to the Investors pursuant to
the Purchase Agreement and (c) all Common Stock or other securities of the
Company which are issued or issuable in respect of the Common Stock or Warrants
by way of, or as a result of, any stock dividend, stock split, distribution,
stock issuance, recapitalization, merger, consolidation, reorganization or
otherwise.
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2.17 "Registration Rights Agreement" shall mean this Registration
Rights Agreement between the Parties.
2.18 "Registration Statement" shall mean a registration statement on
Form S-3 or other form mutually acceptable to the Company and a Majority in
Interest of Investors filed by the Company with the Commission for a public
offering and sale of equity securities of the Company, as amended by any
supplement or amendment to such registration statement or document or any
prospectus contained therein.
2.19 "Stock" shall mean One Million Six Hundred Thousand Eight
Hundred Seven (1,600,807) shares of Common Stock of the Company, to be purchased
by the Investors from Trilon.
2.20 "Transaction" shall mean the sale of the Stock and Warrants to
the Investors by Trilon.
2.21 "Trilon" shall mean Trilon Dominion Partners, LLC, a Delaware
limited liability company.
2.22 "Warrants" shall mean the Warrants, dated March 25, 1994,
September 21, 1994, December 22, 1995 and December 22, 1995 issued by the
Company to Trilon or to Trilon's predecessor in interest, Dominion, granting to
the holder thereof the right to purchase an aggregate of Nine Hundred Sixty-Five
Thousand (965,000) shares of Common Stock of the Company. For identification
purposes, certain of the principal terms of such Warrants are described as
follows:
Date of No. of Shares Exercise Price Expiration Date
Warrant
9/21/94 35,000 $0.90 per share 9/30/99
3/25/94 840,000 $2.98 per share 3/24/99
12/22/95 60,000 $0.75 per share 12/22/2000
12/22/95 30,000 $0.75 per share 12/22/2000
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3.0 REGISTRATION OF COMPANY STOCK.
3.1 Registration Obligation. As soon as practicable after the date
hereof (and in no event later than October 15, 1997), the Company shall prepare
and file a Registration Statement under the 1933 Act, covering the registration
of all of the Registrable Securities . In connection with the Registration
Statement, the Company shall, as expeditiously as reasonably possible:
(a) use its reasonable best efforts to cause such Registration
Statement to become effective with the Commission and keep such Registration
Statement effective for two (2) years following the effective date of
registration with the Commission (the "Applicable Period");
(b) use its reasonable best efforts to prepare and file with the
Commission such amendments and supplements to such Registration Statement and
prospectus contained therein as may be necessary (A) to comply with the
provisions of the 1933 Act and (B) to keep such Registration Statement current
and effective;
(c) furnish to the Investor Representative copies of all
documents proposed to be filed to permit the reasonable and timely review of
statements contained in such documents pertaining to the Investors (which copies
in all events shall be furnished to the Investor Representative (by personal
delivery or overnight courier service) at least five (5) business days prior to
the filing thereof) and thereafter furnish to the Investor Representative such
numbers of copies of such Registration Statement, each amendment and supplement
thereto, such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the 1933 Act, and such other
documents as the Investor Representative may reasonably request in order to
facilitate the disposition of the Registrable Securities;
(d) in states for which appropriate exemptions are not
available, use its reasonable best efforts to register and qualify (or satisfy
an available exemption therefrom), and maintain for the Applicable Period such
registration and qualification, the Registrable Securities covered by the
Registration Statement under such other securities or "blue sky" laws of
California and Nevada, and such jurisdictions as shall be reasonably appropriate
for the distribution of the Registrable Securities or as shall be reasonably
requested by the Investor Representative, provided that the Company shall not be
required to become subject to taxation, to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions in
which it is not already so subject or
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qualified and provided, further, that if the registration or qualification in
any jurisdiction (other than California or Nevada) necessitates the issuance of
a permit by the applicable securities agency, the Investors shall bear all cost
and expense of the registration or qualification in such jurisdiction;
(e) use its reasonable best efforts (i) to maintain the
authorization for quotation of the Registrable Securities covered by such
Registration Statement on the National Association of Securities Dealers
Automated Quotation System and (ii) to cause all Registrable Securities to be
listed on each securities exchange on which shares of Common Stock of the
Company are then listed or proposed to be listed;
(f) notify the Investor Representative, promptly after it shall
receive notice thereof, of the date and time which the Registration Statement
and each post-effective amendment thereto has become effective or a supplement
to any prospectus forming a part of such Registration Statement has been filed;
(g) notify the Investor Representative promptly of any request
by the Commission or any state securities commission or agency for the amending
or supplementing of the Registration Statement or prospectus or for additional
information;
(h) prepare and promptly file with the Commission, and promptly
notify the Investor Representative of the filing of, such amendments to the
Registration Statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the 1933 Act, any event has
occurred as the result of which any such prospectus or any other prospectus as
then in effect would include an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading; and
(i) in the event the Investors or the underwriters for the
Investors are required to deliver a prospectus at a time when the prospectus in
circulation is not in compliance with the 1933 Act or the rules and regulations
of the Commission, promptly prepare upon request such amendments or supplements
to such Registration Statement and such prospectus as may be necessary in order
for such prospectus to comply with the requirements of the 1933 Act and such
rules and regulations.
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3.2 Furnish Information; Assumption of Agreement; Reliance.
(a) It is a condition precedent to the obligations of the Company to
take any actions pursuant to Section 3.1 hereof with respect to the Registrable
Securities of any Investor that (i) prior to or promptly following the closing
of the Transaction, the Investor Representative or other Person notifies the
Company of the names and addresses of each of the Investors holding Registrable
Securities, (ii) each such Investor shall furnish to the Company such
information regarding such Person, the Registrable Securities held by such
Person and the intended method of distribution of such securities as shall be
required to effect the registration of such Investor's Registrable Securities
and as may be required by law or by the Commission from time to time to keep
such registration current, and (iii) each such Investor shall covenant that such
Investor shall comply with relevant provisions of Regulation M promulgated by
the Commission.
(b) In connection with the consummation of the Closing, Xxxxx shall
cause each Investor receiving Registrable Securities and rights under this
Registration Rights Agreement to agree in writing to assume all liabilities and
obligations imposed under this Registration Rights Agreement upon such Investor
and to be subject to the terms, conditions and limitations of this Registration
Rights Agreement. Upon the execution of such an instrument by the Investors,
Xxxxx shall be fully discharged from, and shall bear no responsibility for, any
obligations, liabilities, actions or inactions of or by any Investor in
connection with or arising out of this Registration Rights Agreement, other than
Xxxxx.
(c) The Company shall be entitled to conclusively rely upon any
information, documents or statements provided by any Investor in accordance with
this Section or by the Investor Representative, including but not limited to,
notification to the Company by such Investor Representative of the approval of
any action or inaction by a Majority in Interest of Investors.
3.3 Expenses of Registration.
(a) Except as provided below, all expenses incurred by or on behalf
of the Company in connection with registrations, filings or qualifications
pursuant to Section 3.1 hereof, including, without limitation, all registration
filing and qualification fees, the fees and expenses incurred in connection with
the authorization for quotation of the Registered Securities with the National
Association of Securities Dealers Automated Quotation System, printers' and
accounting fees and the fees and disbursements of counsel for the Company shall
be borne by the Company.
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(b) Notwithstanding the foregoing, in no event shall the Company be
obligated to bear underwriting, brokerage or related fees, discounts or
commissions or fees or expenses of counsel of the Investors, and, further, the
Investors shall reimburse the Company for the reasonable out-of-pocket
expenditures of the Company for legal, accounting or printing costs which are
solely attributable to the need to revise the present existing draft
registration statement prepared by the Company on Form S-3 listing the holder of
the Registrable Securities as Trilon to the extent necessary to reflect the
Transaction (such reimbursement not to exceed in the aggregate the sum of
Fifteen Thousand Dollars ($15,000.00)).
(c) Furthermore, to the extent that any transfer of registration
rights of an Investor pursuant to Section 3.4 hereof necessitates a requirement
imposed by the 1933 Act or other applicable law for the Company to make a
post-effective amendment to any then effective Registration Statement, the
transferring Investor shall reimburse the Company for all reasonable expenses
incurred by the Company in connection with the preparation and filing of such
post-effective amendment. Notwithstanding the foregoing, to the extent that
under the 1933 Act or applicable law, revisions to any existing prospectus or
Registration Statement can be accomplished through provision of a supplement to
an existing prospectus, the Company shall amend such prospectus pursuant to a
supplement (rather than by a formal post-effective amendment to the Registration
Statement) and shall bear all costs associated therewith.
3.4 Transfer of Registration Rights. The registration rights of each
Investor under Section 3.1 may be transferred to either (a) any other Investor
or an Affiliate of any Investor or (b) any transferee (or transferees who are
Affiliates of each other) who acquire(s) at least twenty percent (20%) of the
then outstanding shares of Registrable Securities (treating as outstanding for
such purchase all Common Stock which is then issuable upon exercise of the
Warrants); provided, however, that the Company is given written notice by the
transferring Investor at the time of such transfer stating the name and address
of the transferee(s) and identifying the securities with respect to which the
rights under this Section are being assigned.
3.5 Indemnification. In the event any shares of Registrable Securities
are included in a Registration Statement pursuant to Section 3.1:
(a) to the extent permitted by law, the Company will indemnify and
hold harmless each holder of Registrable Securities requesting or joining in a
registration, any underwriter (as defined in the 0000 Xxx) for it and
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each Person, if any, who controls such holder or underwriter within the meaning
of the 1933 Act, against any losses, claims, damages, liabilities or actions,
joint or several, to which they or it may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based on any untrue or alleged untrue statement of any material
fact contained in such Registration Statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, or arise out of or are based upon 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 arise out of any
violation or alleged violation by the Company of any rule or regulation
promulgated under the 1933 Act applicable to the Company or relating to action
or inaction required of the Company in connection with any such registration;
and will reimburse each such holder, such underwriter or controlling person for
any legal or other expenses reasonably incurred by them or it in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 3.5(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld) 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 an untrue statement or
alleged untrue statement or omission or alleged omission made in connection with
such Registration Statement, preliminary prospectus, final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by any such holder, underwriter or controlling person;
(b) to the extent permitted by law, each Investor, severally and not
jointly, requesting or joining in a registration will indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, each Person, if any, who controls the Company
within the meaning of the 1933 Act and each agent and any underwriter for the
Company (within the meaning of the 0000 Xxx) against any losses, claims,
damages, liabilities or actions to which the Company or any such director,
officer, controlling person, agent or underwriter may become subject, under the
1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in such Registration Statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or arise out of or are based upon the
omission or alleged omission to state
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therein a material fact required to be stated therein or necessary to make the
statements herein not misleading,in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in such Registration Statement, preliminary or final
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by such Investor expressly for use
in connection with such registration; and each such Investor will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer, controlling person, agent or underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 3.5(b)
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 such
Investor (which consent shall not be unreasonably withheld) and that the maximum
amount of liability of such Investor under this Section 3.5(b) shall be limited
to an amount equal to the net proceeds paid to such Investor of the Registrable
Securities so sold in any registration pursuant to this Registration Rights
Agreement; and
(c) promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this Section, notify the indemnifying party in writing 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. The failure to notify an indemnifying
party promptly of the commencement of any such action, if prejudicial to his
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section, but the omission so to
notify the indemnifying party will not relieve him of any liability that he may
have to any indemnified party otherwise than under this Section.
4.0 RULE 144
The Company covenants that it will at all times use its reasonable
best efforts to timely file any reports required to be filed by it under the
1933 Act and the 1934 Act and that it will take such other actions as may be
necessary or any Investor may reasonably request to enable the Investors to sell
the Registrable Securities without registration under applicable exemptions
provided for under the 1933 Act, including, without limitation, Commission Rule
144. The Company shall forthwith upon request by any Investor furnish such
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Investor (A) a written statement by the Company that it has complied with the
reporting requirements required under Rule 144(c), (B) a copy of the most recent
annual or quarterly report of the Company, and (C) such other reports and
documents filed by the Company with the Commission as any Investor may
reasonably request in availing himself of an exemption for the sale of the
Registrable Securities without registration under the 0000 Xxx.
5.0 ENTIRE AGREEMENT.
5.1 SOLE AGREEMENT. This Registration Rights Agreement (including any
attachments and exhibits hereto) contains the Parties' sole and entire agreement
regarding the subject matter hereof, and supersedes any other agreements between
the Parties or their predecessors in interest pertaining to registration of the
Registrable Securities (including but not limited to Section 11 of the Credit
Agreement and Section 10 of the Warrants dated December 22, 1995).
Notwithstanding the foregoing, this Registration Rights Agreement shall not in
any manner affect or impair indemnification or other rights and obligations of
either the Company or Trilon or Dominion with respect to the prior registration
of any Common Stock or securities of the Company. Except as to Section 10 of the
above-referenced Warrants or any comparable registration rights provisions of
the other Warrants, the Warrants remain in full force and effect, enforceable in
accordance with their respective terms.
5.2 NO OTHER REPRESENTATIONS. The Parties acknowledge and agree that no
Party has made any representations (a) concerning the subject matter hereof, or
(b) inducing the other Party to execute and deliver this Registration Rights
Agreement, except those representations specifically referenced herein. The
Parties have relied on their own judgment in entering into this Registration
Rights Agreement.
5.3 NO RELIANCE. The Parties further acknowledge that any statements or
representations that may have been made by either of them to the other are void
and of no effect. No Party has relied on any such statements or representations
in dealing with the other(s).
6.0 NO MODIFICATIONS OR WAIVERS
6.1 MUST BE WRITTEN. (a) Except with respect to the rights and
obligations set forth in Section 3.5 hereof, waivers or modifications of this
Registration Rights Agreement, or of any covenant, condition, limitation or
term
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contained herein, are valid only if in writing that is separately signed or
initialed by the Company and at least a Majority in Interest of Investors.
(b) Modifications or waivers of Section 3.5 of this Registration
Rights Agreement are valid only if in writing that is separately signed or
initialed by the Company and each Investor affected thereby.
6.2 NO USE AS EVIDENCE. One or more waivers or modifications of any
covenant, term or condition in this Registration Rights Agreement by any Party
shall not be construed by any other Party as a waiver or modification applicable
to any subsequent breach of the same covenant, term or condition. Evidence of
any such waiver or modification may not be offered or received in evidence in
any proceeding, arbitration, or litigation between the Parties arising out of or
affecting this Registration Rights Agreement, or a Party's rights or obligations
under it. This limitation does not apply if the waiver or modification is in
writing and duly executed as provided above.
7.0 JOINT PREPARATION. The Parties to this Registration Rights Agreement
have been represented by competent counsel. This Registration Rights Agreement
is therefore deemed to have been jointly prepared by the Parties, and any
uncertainty or ambiguity existing in it shall not be interpreted against any
Party under the presumptions of California Civil Code Section 1654, but rather
shall be interpreted according to the rules generally governing the
interpretation of contracts.
8.0 COOPERATION AND FURTHER ACTIONS. The Parties agree to use reasonable
best efforts to perform any and all acts and to execute and deliver any and all
documents necessary or convenient to carry out the terms of this Registration
Rights Agreement.
9.0 PROFESSIONAL FEES. If a lawsuit, arbitration, or other proceedings
are instituted by any Party to enforce any of the terms or conditions of this
Registration Rights Agreement against any other Party hereto, the prevailing
Party in such litigation, arbitration, or proceedings shall be entitled, as an
additional item of damages, to such reasonable attorneys' and other professional
fees (including but not limited to expert witness fees), court costs,
arbitrators' fees, arbitration administrative fees, travel expenses, and other
out-of-pocket expenses or costs of such other proceedings as may be fixed by any
court of competent jurisdiction, arbitrator, or other judicial or quasi-judicial
body having jurisdiction thereof, whether or not such litigation or proceedings
proceed to a final judgment or award. For the purposes of this Section 10.0, any
Party receiving an arbitration
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award or a judgment for damages or other amounts shall be deemed to be the
prevailing Party, regardless of amount of the damage awarded or whether the
award or judgment was based upon all or some of such Party's claims or causes of
action.
10.0 COUNTERPARTS. This Registration Rights Agreement may be executed in
several counterparts, each of which so executed shall be deemed to be an
original, but such counterparts shall together constitute and be one and the
same instrument.
11.0 SEVERABILITY. If any part, clause, or condition of this
Registration Rights Agreement is held to be partially or wholly invalid,
unenforceable, or inoperative for any reason whatsoever, such shall not affect
any other provision or portion hereof, which shall continue to be effective as
though such invalid, inoperative, or unenforceable part, clause or condition had
not been made.
12.0 SPECIFIC ENFORCEMENT. All of the Parties hereto acknowledge that
the Parties will be irreparably damaged in the event that this Registration
Rights Agreement is not specifically enforced. Upon a breach or threatened
breach of the terms, covenants and conditions of this Registration Rights
Agreement by any of the Parties hereto, the other Parties shall, in addition to
all other remedies, be entitled to a temporary or permanent injunction, without
showing any actual damage, or a decree of specific performance, in accordance
with the provisions hereof.
13.0 BINDING UPON SUCCESSORS. This Registration Rights Agreement shall
be binding upon and inure to the benefit of the Parties hereto and their
respective heirs, legal representatives, successors and assigns.
14.0 GOVERNING LAW AND VENUE. All questions concerning this Registration
Rights Agreement, its construction, and the rights and liabilities of the
Parties hereto shall be interpreted and enforced in accordance with the laws of
the State of California as applied to contracts which are executed and performed
entirely within the state. For purposes of this Registration Rights Agreement,
sole and proper venue with respect to any action or proceeding relating to any
dispute among or between the Parties shall be the County of Orange, State of
California.
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15.0 INTERPRETATION.
15.1 SECTION HEADINGS. The section headings of this Registration Rights
Agreement are included for purposes of convenience only, and shall not affect
the construction or interpretation of any of its provisions.
15.2 CAPITALIZED TERMS. Except as otherwise expressly provided herein,
all capitalized terms defined in this Registration Rights Agreement shall have
the meaning ascribed to them herein.
15.3 GENDER AND NUMBER. Whenever required by the context, the singular
shall include the plural, the plural shall include the singular, and the
masculine gender shall include the neuter and feminine genders and vice versa.
16.0 NOTICE. For purposes hereof, delivery of written notice shall be
complete upon personal delivery, or upon mailing if mailed with proper postage
paid by United States registered or certified mail, addressed to the Party at
the address set forth below, or to such other mailing address as the Parties
hereto may designate by written notice given in accordance with this Section
16.0. Notice may also be given upon receipt of electronic facsimile, provided
that any facsimile notice shall only be deemed received if (a) the transmission
thereof is confirmed, and (b) facsimile notice is followed by written notice,
made either by (i) personal delivery thereof, or (ii) via deposit in certified
mail return receipt requested, postage prepaid, within three (3) business days
following the facsimile notice. Notices shall be addressed to the Parties as
follows:
Company: Advanced Materials Group, Inc.
00000 X. Xxxxxx Xxxx
Xxxxxx Xxxxxxxxx, XX 00000
Attn: Chief Financial Officer
Tel. No. (000) 000-0000
Fax No. (000) 000-0000
With required copy to
Attorney for
the Company: Day Xxxxxxxx & XxXxxx
0000 Xxxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxxx X. XxXxxx, Esq.
Tel. No. (000) 000-0000
Fax No. (000) 000-0000
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To the Investor
Representative
or one or more
Investor(s): The Xxxxx Firm
0000 Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx, Esq.
Tel. No. (000) 000-0000
Fax No. (000) 000-0000
With required
copy to: Xxxxxxx Pickup
Wedbush Xxxxxx Securities
000 Xxxxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Tel. No. (000) 000-0000
Fax No. (000) 000-0000
Any Party may change the address to which to send notices by notifying
the other Party of such change of address in writing in accordance with this
Section 16.0.
17.0 TIME OF ESSENCE. The Parties acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition,
obligation and provision hereof. Failure to timely perform any of the terms,
conditions, obligations or provisions hereof by any Party shall constitute a
material breach of this Registration Rights Agreement by the Party so failing to
perform.
18.0 RELATIONSHIP CREATED. Nothing contained herein or in any schedule,
attachment, or exhibit hereto shall create any partnership, joint venture or
other agreement between the Parties hereto.
19.0 THIRD PARTY BENEFICIARIES. Except as expressly provided for in
this Registration Rights Agreement, no term or provision of this Registration
Rights Agreement is intended to be, or shall be, for the benefit of any person,
firm, organization or corporation not a Party hereto, and no such other person,
firm, organization or corporation shall have any right or cause of action
hereunder.
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IN WITNESS WHEREOF, the Parties have executed this Registration Rights
Agreement as of the date first written above, at Irvine, California.
ADVANCED MATERIALS GROUP, INC.,
a Nevada corporation
By: [SIG]
-------------------------------
Its:
"COMPANY"
XXXXXXX X. XXXXX LIVING
TRUST DATED SEPTEMBER 7, 1983
By: /s/ XXXXXXX X. XXXXX
-------------------------------
XXXXXXX X. XXXXX
Its: Trustee
"XXXXX"
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