REGISTRATION RIGHTS AGREEMENT
January 26, 2005
To GCA Strategic Investment Fund Limited and Global Capital Advisors, LLC
Dear Sirs:
This will confirm that in consideration of your agreement on the date
hereof to purchase a promissory note in the principal amount of $350,000 (the
"Note") of Speedemissions, Inc., a Georgia corporation (the "Company"), and as
an inducement to you to consummate the transactions contemplated by the parties,
the Company covenants and agrees with each of you as follows:
1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Common Stock, no par value, of the
Company, as constituted as of the date of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Holders" shall mean GCA Strategic Investment Fund Limited and Global
Capital Advisors, LLC.
"Purchaser" shall mean GCA Strategic Investment Fund Limited.
"Registration Expenses" shall mean the expenses so described in
Section 8.
"Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses so described in Section 8.
"Warrant Shares" shall mean at any time, the Common Stock Purchase
Warrants issued the date hereof for an aggregate 200,000 shares of the Company's
Common Stock.
2. Required Registration.
a. No later than 90 days after demand by the Holders the Company
shall have filed to register the resale of the Warrant Shares.
Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to effect, or to take any action to effect, any
such registration pursuant to this Section 2:
i. during the period starting with the date sixty (60) days
prior to the Company's good faith estimate of the date of filing
of, and ending on a date one hundred twenty (120) days after the
effective date of, a Company-initiated registration (but in any
event no greater than three hundred sixty (360) days after a
request is made under this Section 2); provided that the Company is
actively employing in good faith all reasonable efforts to cause
such registration statement to become effective; or
ii. if in the good faith judgment of the Board of Directors
of the Company, such registration would be seriously detrimental to
the Company and the Board of Directors of the Company concludes, as
a result, that it is essential to defer the filing of such
registration statement at such time, in which case the Company
shall furnish to such holders a certificate signed by the President
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 for such registration statement to be filed in the near
future and that it is, therefore, essential to defer the filing of
such registration statement, then the Company shall have the right
to defer such filing for a period of not more than 90 days after
receipt of the request of the requesting holders, and, provided
further, that the Company shall not defer its obligation in this
manner more than once in any eighteen-month period.
b. Following receipt of any notice under this Section 2, the
Company shall immediately notify all holders of Warrant Shares from
whom notice has not been received and shall use its best efforts to
register under the Securities Act, for public sale in accordance with
the method of disposition specified in such notice from requesting
holders, the number of shares of Warrant Shares specified in such
notice (and in all notices received by the Company from other holders
within 30 days after the giving of such notice by the Company). If such
method of disposition shall be an underwritten public offering, the
holders of a majority of the shares of Warrant Shares to be sold in
such offering may designate the managing underwriter of such offering,
subject to the approval of the Company, which approval shall not be
unreasonably withheld or delayed. The Company shall be obligated to
register the Warrant Shares pursuant to this Section 2 on one occasion
only, provided, however, that such obligation shall be deemed satisfied
only when a registration statement covering all shares of Warrant
Shares specified in notices received and not rescinded as aforesaid,
for sale in accordance with the method of disposition specified by the
requesting holders, shall have become effective and, if such method of
disposition is a firm commitment underwritten public offering, all such
shares shall have been sold pursuant thereto.
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c. The Company and any other holders of Common Stock which the
Company shall permit to participate shall be entitled to include in any
registration statement referred to in this Section 2, for sale in
accordance with the method of disposition specified by the requesting
holders, shares of Common Stock to be sold by the Company or such other
holders for their own account, except as and to the extent that, in the
opinion of the managing underwriter (if such method of disposition
shall be an underwritten public offering), such inclusion would
adversely affect the marketing of the Warrant Shares to be sold. Except
for registration statements on Form X-0, X-0 or any successor thereto,
the Company will not file with the Commission any other registration
statement with respect to its Common Stock, whether for its own account
or that of other stockholders, from the date of receipt of a notice
from requesting holders pursuant to this Section 2 until the completion
of the period of distribution of the registration contemplated thereby.
3. Incidental Registration. If the Company at any time (other than
pursuant to Section 2 or Section 4) proposes to register any of its Common Stock
under the Securities Act for sale to the public, whether for its own account or
for the account of other security holders or both (except with respect to
registration statements on Forms X-0, X-0 or another form not available for
registering the Warrant Shares for sale to the public), each such time it will
give written notice to all holders of outstanding Warrant Shares of its
intention so to do. Upon the written request of any such holder, received by the
Company within 10 business days after the giving of any such notice by the
Company, to register any of its Warrant Shares (which request shall state the
intended method of disposition thereof), the Company will use its best efforts
to cause the Warrant Shares as to which registration shall have been so
requested to be included in the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent requisite to
permit the sale or other disposition by the holder (in accordance with its
written request) of such Warrant Shares so registered. In the event that any
registration pursuant to this Section 3 shall be, in whole or in part, an
underwritten public offering of Common Stock, the number of shares of Warrant
Shares to be included in such an underwriting may be reduced (pro rata among the
requesting holders based upon the number of shares of Warrant Shares owned by
such holders) if and to the extent that the managing underwriter shall be of the
opinion that such inclusion would adversely affect the marketing of the
securities to be sold by the Company therein, provided, however, that such
number of shares of Warrant Shares shall not be reduced if any shares are to be
included in such underwriting for the account of any person other than the
Company or requesting holders of Warrant Shares. Notwithstanding the foregoing
provisions, the Company may withdraw any registration statement referred to in
this Section 3 without thereby incurring any liability to the holders of Warrant
Shares.
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4. Registration on Form S-3. If at any time (i) a holder or holders of
the Warrant Shares request that the Company file a registration statement on
Form S-3 or any successor thereto for a public offering of all or any portion of
the shares of Warrant Shares held by such requesting holder or holders, the
reasonably anticipated aggregate price to the public of which would exceed
$1,500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any
successor thereto to register such shares, then the Company shall use its best
efforts to register under the Securities Act on form S-3 or any successor
thereto, for public sale in accordance with the method of disposition specified
in such notice, the number of shares of Warrant Shares specified in such notice.
Whenever the Company is required by this Section 4 to use its best efforts to
effect the registration of Warrant Shares, each of the procedures and
requirements of Section 2 (including but not limited to the requirement that the
Company notify all holders of Warrant Shares from whom notice has not been
received and provide them with the opportunity to participate in the offering)
shall apply to such registration, provided, however, that the Company shall not
be obligated to effect any such registration pursuant to the conditions in
Section 2(a)(i), in the event that the Company shall furnish the certification
described in Section 2(a)(ii), or more than once in any twelve month period, and
provided, further, however, that the requirements contained in the first
sentence of Section 2(a) shall not apply to any registration on Form S-3 which
may be requested and obtained under this Section 4.
5. Registration Procedures. If and whenever the Company is required by
the provisions of Section 2, 3 or 4 to use its best efforts to effect the
registration of any of the Warrant Shares under the Securities Act, the Company
will, as expeditiously as possible:
a. prepare and file with the Commission a registration statement
(which, in the case of an underwritten public offering pursuant to
Section 2, shall be on Form S-1 or other form of general applicability
satisfactory to the managing underwriter selected as therein provided)
with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for the period of
the distribution contemplated thereby (determined as hereinafter
provided);
b. prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for the period specified in paragraph (a) above and
comply with the provisions of the Securities Act with respect to the
disposition of all Warrant Shares covered by such registration
statement in accordance with the sellers' intended method of
disposition set forth in such registration statement for such period;
c. furnish to each seller of Warrant Shares and to each
underwriter such number of copies of the registration statement and the
prospectus included therein (including each preliminary prospectus) as
such persons reasonably may request in order to facilitate the public
sale or other disposition of the Warrant Shares covered by such
registration statement;
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d. use its best efforts to register or qualify the Warrant Shares
covered by such registration statement under the securities or "blue
sky" laws of such jurisdictions as the sellers of Warrant Shares or, in
the case of an underwritten public offering, the managing underwriter
reasonably shall request, provided, however, that the Company shall not
for any such purpose be required to qualify generally to transact
business as a foreign corporation in any jurisdiction where it is not
so qualified or to consent to general service of process in any such
jurisdiction;
e. use its best efforts to list the Warrant Shares covered by such
registration statement with any securities exchange on which the Common
Stock of the Company is then listed;
f. immediately notify each seller of Warrant Shares and each
underwriter under 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 of which the Company has
knowledge as a result of which the prospectus contained 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 light of the circumstances then existing;
g. if the offering is underwritten and at the request of any seller
of Warrant Shares, use its best efforts to furnish on the date that
Warrant Shares is delivered to the underwriters for sale pursuant to
such registration: (i) an opinion dated such date of counsel
representing the Company for the purposes of such registration,
addressed to the underwriters, stating that such registration statement
has become effective under the Securities Act and that (A) to the best
knowledge of such counsel, no stop order suspending the effectiveness
thereof has been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the Securities Act, (B)
the registration statement, the related prospectus and each amendment
or supplement thereof comply as to form in all material respects with
the requirements of the Securities Act (except that such counsel need
not express any opinion as to financial statements contained therein)
and (C) to such other effects as reasonably may be requested by counsel
for the underwriters and (ii) a letter dated such date from the
independent public accountants retained by the Company, addressed to
the underwriters, stating that they are independent public accountants
within the meaning of the Securities Act and that, in the opinion of
such accountants, the financial statements of the Company included in
the registration statement or the prospectus, or any amendment or
supplement thereof, comply as to form in all material respects with the
applicable accounting requirements of the Securities Act, and such
letter shall additionally cover such other financial matters (including
information as to the period ending no more than five business days
prior to the date of such letter) with respect to such registration as
such underwriters reasonably may request; and
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h. make available for inspection by each seller of Warrant Shares,
any underwriter participating in any distribution pursuant to such
registration statement, and any attorney, accountant or other agent
retained by such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company,
and cause the Company's officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration
statement.
For purposes of Section 5(a) and 5(b) and of Section 2(c), the period
of distribution of Warrant Shares in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchase by it or a period of 90 days, which ever
first occurs, and the period of distribution of Warrant Shares in any other
registration shall be deemed to extend until the earlier of the sale of all
Warrant Shares covered thereby and 90 days after the effective date thereof.
In connection with each registration hereunder, the sellers of Warrant
Shares will furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with federal and applicable state
securities laws.
In connection with each registration pursuant to Sections 2, 3 or 4
covering an underwritten public offering, the Company and each seller agree to
enter into a written agreement with the managing underwriter selected in the
manner herein provided in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of the Company's size and investment stature.
6. Expenses. All expenses incurred by the Company in complying with
sections 2, 3 and 4, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including counsel fees)
incurred in connection with complying with state securities or "blue sky" laws,
fees of the National Association of Securities Dealers, Inc., transfer taxes,
fees of transfer agents and registrars, costs of insurance and reasonable fees
and disbursements of one counsel for the sellers of Warrant Shares, but
excluding any Selling Expenses, are called "Registration Expenses". All
underwriting discounts and selling commissions applicable to the sale of Warrant
Shares are called "Selling Expenses".
The Company will pay all Registration Expenses in connection with each
registration statement under Sections 2, 3 or 4. All Selling Expenses in
connection with each registration statement under Sections 2, 3 or 4 shall be
borne by the participating sellers in proportion to the number of shares sold by
each, or by such participating sellers other than the Company (except to the
extent the Company shall be a seller) as they may agree.
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7. Indemnification and Contribution.
a. In the event of a registration of any of the Warrant Shares
under the Securities Act pursuant to Sections 2, 3 or 4, the Company
will indemnify and hold harmless each seller of such Warrant Shares
thereunder, each underwriter of such Warrant Shares thereunder and each
other person, if any, who controls such seller or underwriter within
the meaning of the Securities Act, against any losses, claims, damages
or liabilities, joint or several, to which such seller, underwriter or
controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in
any registration statement under which such Warrant Shares were
registered under the Securities Act pursuant to Sections 2, 3 or 4, any
preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, 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, and will reimburse each such seller, each such underwriter
and each such 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 Company will not be liable in any such case if and to
the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information
furnished by any such seller, any such underwriter or any such
controlling person in writing specifically for use in such registration
statement or prospectus. It is agreed that the indemnity agreement
contained in this Section 7(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 or delayed).
b. In the event of a registration of any of the Warrant Shares
under the Securities Act pursuant to Sections 2, 3 or 4, each seller of
such Warrant Shares thereunder, severally and not jointly, will
indemnify and hold harmless the Company, each person, if any, who
controls the Company within the meaning of the Securities Act, each
officer of the Company who signs the registration statement, each
director of the Company, each underwriter and each person who controls
any underwriter within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which the
Company or such officer, director, underwriter or controlling person
may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement under which such Warrant Shares were registered under the
Securities Act pursuant to Sections 2, 3 or 4, any preliminary
prospectus or final prospectus contained therein, or any amendment or
supplement thereof, 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, and
will reimburse the Company and each such officer, director, underwriter
and 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 such
seller will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity
with information pertaining to such seller, as such, furnished in
writing to the Company by such seller specifically for use in such
registration statement or prospectus, and provided, further, however,
that the liability of each seller hereunder shall not in any event to
exceed the proceeds received by such seller from the sale of Warrant
Shares covered by such registration statement. It is agreed that the
indemnity agreement contained in this Section 7(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 seller
hereunder (which consent shall not be unreasonably withhold or
delayed).
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c. Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying
party hereunder, notify the indemnifying party in writing thereof, but
the omission so to notify the indemnifying party shall not relieve it
from any liability which it may have to such indemnified party other
than under this Section 7 and shall only relieve it from any liability
which it may have to such indemnified party under this Section 7 if and
to the extent the indemnifying party is prejudiced by such omission. In
case any such action shall be brought against any indemnified party and
it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof with
counsel reasonably satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the
indemnifying party shall not be liable to such indemnified party under
this Section 7 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so
selected, provided, however, that, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or
additional to those available to the indemnifying party or if the
interest of the indemnified party reasonably may be deemed to conflict
with the interests of the indemnifying party, the indemnified party
shall have the right to select a separate counsel and to assume such
legal defenses and otherwise to participate in the defense of such
action, with the expenses and fees of such separate counsel and other
expenses related to such participation to be reimbursed by the
indemnifying party as incurred.
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d. In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any
holder of Warrant Shares exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for
indemnification pursuant to this Section 7 but it is judicially
determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not
be enforced in such case notwithstanding the fact that this Section 7
provides for indemnification in such case, or (ii) contribution under
the Securities Act may be required on the part of any such selling
holder or any such controlling person in circumstances for which
indemnification is provided under this Section 7; then, and in each
such case, the Company and such holder will contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such holder
is responsible for the portion represented by the percentage that the
public offering price of its Warrant Shares offered by the registration
statement bears to the public offering price of all securities offered
by such registration statement, and the Company is responsible for the
remaining portion; provided, however, that, in any such case, (A) no
such holder will be required to contribute any amount in excess of the
public offering price of all such Warrant Shares offered by it pursuant
to such registration statement; and (B) no person or entity guilty of
fraudulent misrepresentation (within the remaining of Section 9(f) of
the Securities Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.
8. Changes in Common Stock. If, and as often as, there is any change in
the Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed.
9. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Warrant Shares to the public without registration, at all times
after 90 days after any registration statement covering a public offering of
securities of the Company under the Securities Act shall have become effective,
the Company agrees to:
a. make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
b. use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act; and
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c. furnish to each holder of Warrant Shares forthwith upon request
a written statement by the Company as to its compliance with the
reporting requirements of such Rule 144 and of the Securities Act and
the Exchange Act, 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 such holder may reasonably request in availing itself of any
rule or regulation of the Commission allowing such holder to sell any
Warrant Shares without registration.
10. Representations and Warranties of the Company. The Company
represents and warrants to you as follows:
a. The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and
will not violate any provision of law, any order of any court or there
agency of government, the Charter or By-laws of the Company or any
provision of any indenture, agreement or other instrument to which it
or any of its properties or assets is bound, conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a
default under any such indenture, agreement or other instrument or
result in the creation or imposition of any lien, charge or encumbrance
of any nature whatsoever upon any of the properties or assets of the
Company.
b. This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms.
11. Miscellaneous.
a. All covenants and agreements contained 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
(including without limitation transferees of any Debenture or Warrant
Shares), whether so expressed or not, provided, however, that
registration rights conferred herein on the holders of Warrant Shares
shall only inure to the benefit of a transferee of Warrant Shares if
(i) there is transferred to such transferee at least 1,000 shares in
the aggregate of Warrant Shares or (ii) such transferee is a partner,
shareholder or affiliate of a party hereto.
b. All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person, mailed
by certified or registered mail, return receipt requested, or sent by
telecopier or telex, addressed as follows::
if to the Company or any other party hereto, at the address of such
party set forth herein;
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if to any subsequent holder of the Warrant Shares, to it at such
address as may have been furnished to the Company in writing by such holder;
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of Warrant Shares) or to the
holders of Warrant Shares (in the case of the Company) in accordance with the
provisions of this paragraph.
c. This Agreement shall be governed by and construed in accordance
with the laws of the State of Georgia.
d. This Agreement may not be amended or modified, and no provision
hereof may be waived, without the written consent of the Company and
the holders of at least two-thirds of the outstanding Warrant Shares.
e. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
f. The obligations of the Company to register the Warrant Shares
under Sections 2, 3 or 4 shall terminate on the tenth anniversary
hereof.
g. If requested in writing by the underwriters for the initial
underwritten public offering of securities of the Company, each holder
of Warrant Shares who is a party to this Agreement shall agree not to
sell publicly any shares of Warrant Shares or any other shares of
Common Stock (other than shares of Warrant Shares or other shares of
Common Stock being registered in such offering), without the consent of
such underwriters, for a period of not more than 180 days following the
effective date of the registration statement relating to such offering;
provided, however, that all persons entitled to registration rights
with respect to shares of Common Stock who are not parties to this
Agreement, all other persons selling shares of Common Stock in such
offering, all persons holding in excess of 5% of the capital stock of
the Company on a fully diluted basis and all executive officers and
directors of the Company shall also have agreed not to sell publicly
their Common Stock under the circumstances and pursuant to the terms
set forth in this Section 11(g).
h. The Company shall not grant to any third party any registration
rights more favorable than any of those contained herein, so long as
any of the registration rights under this Agreement remains in effect.
i. If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in
any manner affect or render illegal, invalid or unenforceable any other
provision of this Agreement, and this Agreement shall be carried out as
if any such illegal, invalid or unenforceable provision were not
contained herein.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers, as of the date first above
written.
SPEEDEMISSIONS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: President
Address: Speedemissions, Inc.
0000 Xxxxxxxxx Xxxxxxx Xxxxx,
Xxx 000
Xxxxxxxxx Xxxx, XX 00000
Fax: 000-000-0000
Tel.: 000-000-0000
GCA STRATEGIC INVESTMENT FUND LIMITED
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
Address: c/o Prime Management Limited
Mechanics Xxxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxx XX XX, Xxxxxxx
Fax: 000-000-0000
Tel.: 000-000-0000
GLOBAL CAPITAL ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Manager
Address: 000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XXXX 00000
Fax: 000-000-0000
Tel.: 000-000-0000
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