EXHIBIT 10.2
INVESTOR RIGHTS AGREEMENT
This INVESTOR RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of
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June __, 2005, by and among (i) Taylor Madison Corp., a Florida corporation (the
"COMPANY"); (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇, each an individual (collectively, the "FOUNDERS"), (iii) Telzuit
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Technologies, LLC, a Florida limited liability company, and (iv) each of the
persons identified as Series A investors on Schedule A attached to this
Agreement (the "SERIES A INVESTORS").
RECITALS
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The Company, Founders and the Series A Investors are parties to the
Securities Purchase Agreement of even date herewith (the "PURCHASE AGREEMENT").
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To induce the Company to enter into the Purchase Agreements and to induce the
Series A Investors to invest funds in the Company pursuant to the Purchase
Agreement, the Series A Investors, the Founders, and the Company hereby agree
that this Agreement shall govern the rights of the Investors (as defined in
Section 1 below) to cause the Company to register shares of Common Stock
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issuable to the Series A Investor and the Series B Investors, to receive certain
information from the Company, to participate in future equity offerings by the
Company, and to certain other matters as set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and for good and
other valuable consideration hereinafter set forth, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
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"AFFILIATE" means with respect to any individual, corporation, partnership,
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association, trust, or any other entity (in each case, a "PERSON"), any Person
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that, directly or indirectly, Controls, is Controlled by, or is under common
Control with such Person, including without limitation, any general partner,
executive officer, or director of such Person or any holder of ten percent or
more of the outstanding equity or voting power of such Person.
"COMMON STOCK" means shares of the Company's common stock, par value $0.001
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per share.
"CONTROL" means the possession, directly or indirectly, of power to direct
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or cause the direction of management or policies (whether through ownership of
voting securities, by agreement or otherwise).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
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the rules and regulations promulgated thereunder.
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"GAAP" means generally accepted accounting principles.
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"HOLDER" means any Series A Investor owning or having the right to acquire
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Registerable Securities or any assignee thereof.
"IMMEDIATE FAMILY MEMBER" means a child, stepchild, grandchild, parent,
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stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, of a person referred to herein.
"NEW SECURITIES" means equity securities of the Company, whether now
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authorized or not, or rights, options, or warrants to purchase such equity
securities, or securities of any type whatsoever that are, or may become,
convertible into or exchangeable into or exercisable for such equity securities.
"PREFERRED STOCK" means shares of the Company's Series A Preferred Stock.
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"REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration
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effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.
"REGISTERABLE SECURITIES THEN OUTSTANDING" means the number of shares
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determined by adding the number of shares of Common Stock outstanding that are,
and the number of shares of Common Stock issuable pursuant to then exercisable
or convertible securities that are, Registerable Securities.
"SEC" means the Securities and Exchange Commission.
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"SEC RULE 144" means Rule 144 promulgated by the SEC under the Securities
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Act.
"SEC RULE 144(E)" means Rule 144(e) promulgated by the SEC under the
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Securities Act.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
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rules and regulations promulgated thereunder.
"SERIES A PREFERRED STOCK" means shares of the Company's Series A
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Convertible Preferred Stock, par value $0.001 per share.
"SECURITIES PURCHASE AGREEMENT" means the Stock Purchase Agreement of even
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date herewith between the Company, Telzuit Technologies, Inc., Telzuit
Technologies, LLC, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇▇, and each of
the persons listed on Exhibit A attached thereto purchasing Series A Convertible
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Preferred Stock issued by the Company.
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"SHARES" means shares of capital stock of the Company at any time
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outstanding, including shares of Preferred Stock and shares of Common Stock
issued or issuable upon exercise or conversion, as applicable, of stock options,
warrants, or other convertible securities of the Company, in each case, now
owned or subsequently acquired by any Stockholder, or such Stockholder's
successors or assigns.
"STOCKHOLDERS" means, collectively, the Founders and the Series A
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Investors.
"SUBSIDIARY" means any entity of which securities or other ownership
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interests having voting power to elect a majority of the board of directors or
other Persons performing similar functions or otherwise granting the holder
Control are directly or indirectly beneficially owned by the Company, including
without limitation, Telzuit Technologies, Inc.
2. REGISTRATION RIGHTS. The Company covenants and agrees as follows:
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2.1 REGISTRATION RIGHTS.
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(a) The Company hereby agrees to file, at its sole cost and
expense, a registration statement on Form SB-2 (or an alternative
available form if the Company is not eligible to file a Form SB-2)
(the "Registration Statement") no later than forty five (45) days
after the Closing (as defined in the Securities Purchase Agreement),
registering (a) all shares of Common Stock issued or issuable upon
conversion of the Series A Preferred Stock, (b) all shares of Common
Stock issued or issuable upon exercise of the Class B Warrants, (c)
all Common Stock issued or issuable upon conversion of the Debentures,
and (d) all shares of Common Stock issued or issuable upon exercise of
the Class A Warrants (collectively, the "Registerable Securities").
2.2 OBLIGATIONS OF THE COMPANY. Whenever required under this Section 2
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to effect the registration of any Registerable Securities, the Company
shall, as expeditiously as reasonably possible:
(a) prepare and file with the SEC a registration statement with
respect to such Registerable Securities and use its best efforts to
cause such registration statement to become effective, and keep such
registration statement effective until all Holder's of Registerable
Securities can sale such Registerable Securities without restriction
under SEC Rule 144(k) within a 90 day period;
(b) 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;
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(c) furnish to the Holders such numbers 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 to facilitate the disposition of Registerable
Securities owned by them; and
(d) use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions 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, unless the Company is already subject to
service in such jurisdiction and except as may be required by the
Securities Act.
2.3 FURNISH INFORMATION. It shall be a condition precedent to the
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obligations of the Company to take any action pursuant to this Section 2
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with respect to the Registerable Securities of a Holder that such Holder
shall furnish to the Company such information regarding itself, the
Registerable Securities held by it, and the intended method of disposition
of such securities as shall be reasonably required to effect the
registration of such Holder's Registerable Securities.
2.4 DELAY OF REGISTRATION. No Holder shall have any right to obtain or
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seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might
arise with respect to the interpretation or implementation of this Section
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2.
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2.5 REPORTS UNDER EXCHANGE ACT. With a view to making available to the
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Holders the benefits of SEC Rule 144 promulgated under the Securities Act
and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without
registration, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after the
effective date of the first registration statement filed by the
Company for the offering of its securities to the general public;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the
Exchange Act; and
(c) furnish to any Holder, so long as the Holder owns any
Registerable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting
requirements of SEC Rule 144, the Securities Act and the Exchange Act
(at any time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC
that permits the selling of any such securities without registration
or pursuant to such form.
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2.6 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company
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to register Registerable Securities pursuant to this Section 2 may be
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assigned (but only with all related obligations) by a Holder to a
transferee or assignee of such securities, provided that: (a) the Company
is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being
assigned; and (b) such transferee or assignee agrees in writing to be bound
by and subject to the terms and conditions of this Agreement.
2.7 NO TRADING IN COMMON STOCK UNTIL CERTIFICATE RECEIVED. Each Holder
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hereby agrees that, unless the Holder has taken possession of the stock
certificate for Common Stock, it or its Affiliates will not (a) lend,
offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, or otherwise transfer or indirectly dispose of
Common Stock not yet received, or (b) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership for Common Stock not yet received.
3. VOTING AGREEMENT.
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3.1 Size of the Board. Each Stockholder shall vote all of his, her, or
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its Shares from time to time and at all times, in whatever manner as shall
be necessary to ensure that the size of the Board shall be set and remain
at seven directors.
3.2 REIMBURSEMENT OF EXPENSES. The Company shall reimburse directors
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for all reasonable out-of-pocket expenses incurred in connection with
attending meetings of the Board and committees thereof.
3.3 COMPENSATION DECISIONS. The Company shall establish and maintain a
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Compensation Committee of the Board consisting of not more than three
members.
3.4 DIRECTORS' LIABILITY AND INDEMNIFICATION. The Charter and/or
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bylaws of the Company (the "BYLAWS") and the charter and bylaws of each of
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its Subsidiaries shall provide (i) for elimination of the liability of
directors to the maximum extent permitted by law, and (ii) that the Company
shall be authorized to indemnify directors for acts on behalf of the
Company and its Subsidiaries, and each Subsidiary shall be authorized to
indemnify directors for acts on behalf of such Subsidiary, in each case, to
the maximum extent permitted by law. In addition, the Company and its
Subsidiaries shall enter into and at all times maintain directors and
officers liability insurance underwritten by such company and in such
amount as shall be approved by the Series A Investor, which approval shall
not be unreasonably withheld; provided, the Company shall maintain a
minimum of $2,000,000 in directors' and officers' liability insurance; and
provided further, the amount and type of coverage shall at all times be the
same for all directors. Further, at the request of any director designated
to serve on the Board in accordance with this Agreement, the Company and
its Subsidiaries shall enter into an indemnification agreement with such
director in form reasonably satisfactory to such director confirming that
such director is entitled to indemnification to the maximum extent
permitted by law.
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3.5 INCREASE IN AUTHORIZED CAPITAL STOCK; FURTHER ISSUANCES. Each
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Stockholder shall vote all of his, her, or its Shares, whether now owned or
hereafter acquired or that such Stockholder may be empowered to vote, from
time to time and at all times, in whatever manner as shall be necessary, to
authorize an increase in the authorized capital stock of the Company so
that there will be sufficient shares of Common Stock available for
conversion of all of the then-outstanding shares of Series A Preferred
Stock at any time that an adjustment to the conversion price of, as
applicable, the Series A Preferred Stock is made pursuant to the Company's
Charter.
4. RIGHT OF FIRST OFFER; MOST FAVORED NATIONS EXCHANGE.
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4.1 COMPANY RIGHT OF FIRST OFFER. Subject to the terms and conditions
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specified in this Section 4.1 and applicable securities laws, if the
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Company proposes to offer or sell any New Securities within twelve (12)
months after the Closing (as defined in the Securities Purchase Agreement),
the Company shall first make an offering of such New Securities to each
Series A Investor in accordance with the following provisions of this
Section 4.1. A Series A Investor shall be entitled to apportion the right
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of first offer hereby granted to it among itself and its partners, members,
and Affiliates in such proportions as it deems appropriate subject to any
applicable securities laws limitations and subject to such Persons who
acquire New Securities becoming a party to this Agreement and the
Stockholders' Agreement.
(a) The Company shall deliver a notice in accordance with the
provisions of Section 6.5 hereof (the "OFFER NOTICE") to each of the
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Series A Investors stating (i) its bona fide intention to offer such
New Securities, (ii) the number of such New Securities to be offered,
and (iii) the price and terms, if any, upon which it proposes to offer
such New Securities.
(b) By written notification received by the Company, within 10
calendar days after mailing of the Offer Notice, each of the Series A
Investors may elect to purchase or obtain, at the price and on the
terms specified in the Offer Notice, up to that portion of such New
Securities that equals the proportion that the number of shares of
Common Stock issued and held, or issuable upon conversion of the
Preferred Stock (and any other securities convertible into, or
otherwise exercisable or exchangeable for, shares of Common Stock)
then held, by such Series A Investor bears to the total number of
shares of Common Stock of the Company issued and held, or issuable
upon conversion of the Preferred Stock then held, by all the Series A
Investors. The Company promptly shall inform in writing each Series A
Investor that elects to purchase all the shares available to it (each,
a "FULLY-EXERCISING INVESTOR") of any other Series A Investor's
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failure to do likewise. During the 10 day period commencing after
receipt of such information, each Fully-Exercising Investor shall be
entitled to obtain that portion of the New Securities for which Series
A Investors were entitled to subscribe but for which the Series A
Investors did not subscribe that is equal to the proportion that the
number of shares of Common Stock issued and held, or issuable upon
conversion of Preferred Stock then held, by such Fully-Exercising
Investor bears to the total number of shares of Common Stock issued
and held, or issuable upon conversion of the Preferred Stock then
held, by all Fully-Exercising Investors who wish to purchase such
unsubscribed shares.
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(c) If all New Securities referred to in the Offer Notice are not
elected to be purchased or obtained as provided in Section 4.1(b)
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hereof, the Company may, during the 60 day period following the
expiration of the period provided in Section 4.1(b) hereof, offer the
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remaining unsubscribed portion of such New Securities (collectively,
the "REFUSED SECURITIES") to any Person(s) at a price not less than,
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and upon terms no more favorable to the offeree than, those specified
in the Offer Notice. If the Company does not enter into an agreement
for the sale of the New Securities within such period, or if such
agreement is not consummated within 30 days of the execution thereof,
the right provided hereunder shall be deemed to be revived and such
New Securities shall not be offered unless first reoffered to the
Series A Investors in accordance with this Section 4.1.
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(d) The right of first offer in this Section 4.1 shall not be
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applicable to: (i) shares of Common Stock issued or deemed issued to
employees or directors of, or consultants to, the Company or any of
its Subsidiaries pursuant to a plan, agreement, or arrangement
approved by the Board of Directors of the Company, including at least
one director designated by the Series A Investor; (ii) the issuance of
securities pursuant to the conversion or exercise of convertible or
exercisable securities outstanding on the date hereof; (iii)
securities issued in connection with any stock split or stock dividend
of the Company; and (iv) the issuance of securities in connection with
a bona fide joint venture or business acquisition of or by the Company
approved by the Board of Directors, including at least one director
designated by the Series A Investor, whether by merger, consolidation,
sale of assets, sale or exchange of stock, or otherwise; provided
that, at the time of any such issuance, the aggregate of such issuance
and similar issuances in the preceding 12 month period shall not
exceed 2% of the then outstanding Common Stock of the Company
(assuming full conversion and exercise of all convertible and
exercisable securities).
4.2 MOST FAVORED NATIONS EXCHANGE. Subject to the terms and conditions
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specified in this Section 4.2 and applicable securities laws, if the
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Company proposes to offer or sell any New Securities within twenty (24)
months after the Closing (as defined in the Securities Purchase Agreement),
the Series A Investors may exchange any remaining Preferred Stock at their
Stated Value plus accrued and unpaid dividends for the New Securities
offered or sold. The Company shall deliver an Offer Notice in accordance
with the provisions of Section 6.5 hereof. Each Series A Investor shall
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have twenty (20) days from the date of receipt of the Offer Notice to elect
to exchange the Preferred Stock for the New Securities under this Section
4.2
4.3 SENIOR SECURITIES OR FINANCIAL INSTRUMENTS. At any time when a
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minimum of $1,250,000 of the Stated Value of the shares of Series A
Preferred Stock are outstanding, except where the vote or written consent
of the holders of a greater number of shares of the Company is required by
law, without the written consent or affirmative vote of the holders of
fifty percent (50%) of the then-outstanding shares of Series A Preferred
Stock given in writing or by vote at a meeting, consenting or voting (as
the case may be) as a separate class from the Common Stock, the Company
shall not, either directly or by amendment, merger, consolidation or
otherwise issue (i) any additional shares of stock or (ii) financial
instruments unless the same rank junior to the Series A Preferred Stock
with respect to the distribution of assets on the liquidation, dissolution
or winding-up of the Company and with respect to the payment of dividends
and redemption rights, if applicable.
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5. "MARKET STAND-OFF AGREEMENT"; TRANSFER RESTRICTIONS. Each Founder
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hereby agrees that it will not, without the prior written consent of a majority
of the Holders, during the period commencing on the date of this Agreement and
ending on the date l20 days after that date (the "Market Stand-Off Period") (a)
lend, offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any Shares or any securities convertible into or exercisable or
exchangeable for Shares held immediately prior to the effectiveness of any
registration statement for such offering, or (b) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of Shares, whether any such transaction described in
clause (a) or (b) above is to be settled by delivery of the Shares or other
securities, in cash or otherwise. Upon expiration of the Market Stand-Off
Period, the Founders hereby agree, regardless of whether or not the Shares are
subject to the volume limitations set forth in SEC Rule 144(e), to dispose Share
as if subject to the volume limitations set forth in SEC Rule 144(e). To
enforce the foregoing covenant, the Holders are express and intended third party
beneficiaries of this Section 5 and shall be entitled to enforce the provisions
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of this Section 5 for their benefit.
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6. MISCELLANEOUS.
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6.1 TRANSFERS, SUCCESSORS, AND ASSIGNS. The terms and conditions of
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this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
6.2 GOVERNING LAW; VENUE; JURISDICTION. This Agreement shall be
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governed by and construed in accordance with the General Corporation Law of
the State of Florida as to matters within the scope thereof, and as to all
other matters shall be governed by and construed in accordance with the
internal laws of the Florida, without regard to its principles of conflicts
of laws. Venue for any legal action which may be brought hereunder shall be
deemed to lie in Hillsborough County, Florida. The parties agree that,
irrespective of any wording that might be construed to be in conflict with
this paragraph, this agreement is one for performance in Florida. The
parties to this agreement agree that they waive any objection,
constitutional, statutory or otherwise, to a Florida court's taking
jurisdiction of any dispute between them. By entering into this agreement,
the parties, and each of them understand that they might be called upon to
answer a claim asserted in a Florida court.
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6.3 COUNTERPARTS. This Agreement may be executed in any number of
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counterparts with the same effect as if all parties hereto had signed the
same document, and all counterparts shall be construed together and shall
constitute one instrument. This Agreement may be executed by any party by
delivery of a facsimile signature, which signature shall have the same
force as an original signature. A facsimile or photocopied signature shall
be deemed to be the functional equivalent of an original for all purposes.
6.4 HEADINGS. The headings and subheadings in this Agreement are
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included for convenience and identification only and are in no way intended
to describe, interpret, define, or limit the scope, extent, or intent of
this Agreement or any provision hereof.
6.5 NOTICES. All notices and other communications given or made
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pursuant to this Agreement shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b) when sent by confirmed electronic mail or facsimile if sent during
normal business hours of the recipient, and if not so confirmed, then on
the next business day, (c) five days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one
business day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at their address as
set forth on the signature page or Schedule A hereto, or to such address or
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facsimile number as subsequently modified by written notice given in
accordance with this Section 6.5. All notices to the Company shall be sent
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to:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
6.6 COSTS OF ENFORCEMENT. If any party to this Agreement seeks to
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enforce its rights under this Agreement by legal proceedings, the
non-prevailing party shall pay all costs and expenses incurred by the
prevailing party, including, without limitation, all reasonable attorneys'
fees.
6.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended
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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 with the written consent of the Company and the
holders of a majority of the Registrable Securities then outstanding. Any
amendment or waiver effected in accordance with this paragraph shall be
binding upon each holder of any Registrable Securities then outstanding,
each future holder of all such Registrable Securities, and the Company. The
Company shall give prompt written notice of any amendment or termination
hereof or waiver hereunder to any party hereto that did not consent in
writing to such amendment, termination or waiver. Any amendment,
termination, or waiver effected in accordance with this Section 6.7 shall
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be binding on all parties hereto, even if they do not execute such consent.
No waivers of or exceptions to any term, condition, or provision of this
Agreement, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition,
or provision.
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6.8 SEVERABILITY. The invalidity of unenforceability of any provision
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hereof shall in no way affect the validity or enforceability of any other
provision.
6.9 AGGREGATION OF STOCK. All shares of Registrable Securities held or
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acquired by Affiliates shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.
6.10 ADDITIONAL INVESTORS. Notwithstanding anything to the contrary
---------------------
contained herein, if the Company issues additional shares of the Company's
Series A Preferred Stock after the date hereof, any purchaser of such
shares shall become a party to this Agreement by executing and delivering
an additional counterpart signature page to this Agreement, and thereafter,
shall be deemed an "Investor" for all purposes hereunder.
6.11 ENTIRE AGREEMENT. This Agreement (including the schedules
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hereto), the Company's Certificate of Incorporation and bylaws, the
Investor Agreements, and the other Related Agreements (as defined in the
Purchase Agreement) constitute the full and entire understanding and
agreement between the parties with respect to the subject matter hereof,
and any other written or oral agreement relating to the subject matter
hereof existing between the parties are expressly canceled.
6.12 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
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power, or remedy accruing to any party under this Agreement, upon any
breach or default of any other party under this Agreement, shall impair any
such right, power or remedy of such non-breaching or non-defaulting party
nor shall it be construed to be a waiver of any such breach or default, or
an acquiescence therein, or of any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character on the
part of any party of any breach or default under this Agreement, or any
waiver on the part of any party 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 or by law or otherwise afforded to any party, shall be cumulative
and not alternative.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above stated.
COMPANY:
Taylor Madison Corp.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer
FOUNDERS
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▇▇▇▇▇ ▇▇▇▇▇, an individual
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual
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▇▇▇ ▇▇▇▇▇▇, an individual
[Signatures continue on Next Page]
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[Signature page to Investor Rights Agreement]
PURCHASER OF SERIES A PREFERRED STOCK
If an Individual Investor:
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Sign:
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Print Name:
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If an Entity Investor:
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Print Name of Entity:
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Sign:
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Print Your Name:
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Title:
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Exhibit "A"
to
Investor Rights Agreement
List of Purchasers
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SERIES A PREFERRED
NAME ADDRESS STOCK
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1 ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3 ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5 ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
6 ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
8 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
9 ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
10 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
13
