EXHIBIT 10.6
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, is entered into as of December __, 1999
by and between WORLDQUEST NETWORKS, INC. (the "Company") and those parties whose
signatures are listed on Schedule A hereto, as such schedule may be amended and
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supplemented from time to time ("Holders"), in connection with a private
placement by the Company of up to 38 units (the "Units"), each Unit consisting
of a $50,000.00 unsecured subordinate convertible promissory note (the "Note")
and a warrant to purchase up to 8,500 shares of the Company's common stock,
$.001 par value per share, at an exercise price of $6.00 per share (the
"Warrant"). Collectively, the Notes, the Warrants and the Units are sometimes
collectively referred to hereinafter as the "Securities" and the Common Stock
and shares of Common Stock underlying, or convertible for, the Warrants is
sometimes collectively referred to herein as the "Holders Shares."
1. Piggy Back Registration Rights. One year following the closing of the
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Company's initial public offering registered under the Securities Act of 1933,
as amended (the "IPO"), except for the registration of securities underlying an
employee benefit plan or issued in a transaction pursuant to Rule 145 of the
Securities Act of 1933, as amended (the "Securities Act"), if the Company
proposes to make a registered offering of its Common Stock (an "Offering"), the
Company will give prompt written notice to each Holder of its intention to do so
and of each Holder's rights under this Section 1. Except as otherwise provided
for herein, upon the written request of any Holder made within 10 days after the
receipt of any such notice (which request shall specify the number of Holders
Shares intended to be disposed of by each Holder), the Company will include all
Holders Shares that the Company has been requested to include by each Holder;
provided, that if at any time after giving written notice under this Section 1
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the Company shall determine for any reason not to proceed with the proposed
Offering, the Company may, at its election, give notice of such determination to
each Holder and thereupon shall be relieved of its obligations to each Holder
with respect to such proposed Offering under this Section 1. Except as
otherwise provided for herein, each Holder shall be entitled to withdraw its
request for the inclusion of Holders Shares in an Offering and withdraw from the
Offering at any time before the time that the Registration Statement is declared
effective by the Securities and Exchange Commission (the "SEC") and the Offering
has commenced.
2. Continuous Offering. If the Company intends to effect a continuous
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offering pursuant to Rule 415 of the Securities Act pursuant to a registration
statement on Form S-3 or any successor form (a "Continuous Offering"), the
Company will give written notice thereof to each Holder and include in such
Offering all of the Holders Shares which each Holder elects to include in such
Offering. During the period in which a Registration Statement with respect to a
Continuous Offering is effective, if any Holder desires to sell Holders Shares
in a transaction covered by such Registration Statement, it shall give notice to
the Company of the proposed date of such sale at least 30 days before such
proposed date of sale, and the Company shall take all actions necessary to
permit such sale. Within 15 days of receipt of notice of a proposed sale by any
Holder, the Company will advise such Holder either that it has no objection to
such a registered sale or that such a registered sale should be delayed for up
to three months on the basis either that the Company is involved in a
confidential proposed transaction or negotiations
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therefor (which have been previously disclosed to the Company's Board of
Directors) which would require the Company to make or amend any public filings
under the securities laws at that time, or that such sale would have a material
adverse effect upon the Company's ability to access the capital markets. If the
Company has not objected to such proposed registered sale as permitted in this
Section 2 within such 15 day period, the Company shall take all actions
necessary to permit such sale on the proposed date of sale pursuant to such
Registration Statement.
3. Underwritten Offerings. In the case of an underwritten Offering
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initiated by the Company under this Section 3, including underwritten Offerings
effected as part of a Continuous Offering, the underwriter(s) and the managing
underwriter shall be selected by the Company. If the managing underwriter
advises the Company in writing that, in its opinion, the number of Holders
Shares and securities of the Company, if any, being sold exceeds the number that
can be sold in such Offering, so as to be likely to have an adverse effect on
the price at which the Company can sell securities for its own account, then
there shall be included in such Offering (and in the Registration Statement)
first, securities of the Company being sold for its own account, and second, the
maximum number of Holders Shares (allotted on a pro rata basis between the
requesting Holders based upon the number of shares each Holder desires to sell
and the percentage of outstanding shares each holds or will hold upon conversion
or exchange) requested to be included in such Offering which, in the opinion of
such managing underwriter, can be sold without such an adverse effect on such
price.
4. Expenses. The Company shall bear all expenses of registration in
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connection with any election by a Holder to register Holders Shares pursuant to
Sections 1-3.
5. Demand Registration Rights. One year following the closing of the IPO,
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Holders, except as set forth herein, shall be entitled to dispose of any or all
of the Holders Shares then held by them in accordance with the provisions of
this Section 5.
(a) Requests by Holders. Upon the receipt by the Company of written
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notice from Holders holding in excess of 50% of the aggregate Holders Shares of
their intent to sell all or part of their Holders Shares in an Offering subject
to this Section 5 at least 60 days before such proposed date of sale, and
specifying both the number of Holders Shares to be sold and the intended method
of disposition, the Company will use its best efforts to register such Holders
Shares so as to permit, as soon as practicable, the requested sale of Holders
Shares. Within 15 days of receipt of notice of a proposed sale by Holders, the
Company will advise Holders either that it has no objection to such a registered
sale or that such a registered sale should be delayed for up to three months on
the basis that the Company is involved in a confidential proposed transaction or
negotiations (which have been previously disclosed to the Company's Board of
Directors) which would not permit the Company to make or amend any public
filings under the securities laws at that time. If the Company has not objected
to such proposed registered sale as permitted in this Section 5(a) within such
15 day period, the Company shall take all actions necessary to permit such sale
on the proposed date of sale pursuant to such Registration Statement. If, at
any time after giving 60 days written notice under this Section 5(a), Holders
holding in excess of 50% of the aggregate Holders Shares shall notify the
Company in writing that they have determined for any reason not to proceed with
the proposed Offering, then the
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Company shall terminate such Offering, but Holders so choosing not to proceed
shall be jointly and severally responsible for any expenses incurred by the
Company from the date that notice is received by the Company of Holders request
for Demand Registration (as defined below) until the date that Company has taken
all actions necessary to terminate and withdraw such Offering. such an aborted
request to register shares shall not constitute a Demand Registration.
(b) Selection of Underwriters. If Holders specify in the notice
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delivered to the Company pursuant to this Section 5 that they intend to sell
Holders Shares in an underwritten Offering pursuant to this Section 5, Holders
shall be entitled to select the underwriter(s) and managing underwriter. If the
Company issues and sells securities of the same class as the Holders Shares
contemporaneously with any Offering pursuant to this Section 5, the Company
shall (i) sell such securities to the underwriter(s) selected by Holders
pursuant to this Section 5 on the same terms and conditions as apply to Holders
and (ii) execute and deliver a copy of the underwriting agreement relating to
such Offering. If the managing underwriter advises Holders and the Company in
writing that, in its opinion, the number of securities requested to be included
in such Offering exceeds the number that can be sold in such Offering, so as to
be likely to have an adverse effect on the price at which the Holders Shares or
securities being offered by the Company can be sold, then there shall be
included in such Offering (and in the Registration Statement relating to such
Offering) first, the maximum number of Holders Shares requested to be included
in such Offering by Holders and second, the maximum number of securities, if
any, proposed to be sold by the Company for its own account or for the account
of any other holder of the Company's securities, which in the opinion of the
managing underwriter can be sold without having such adverse effect.
(c) Registration on Form S-3. Holders shall have the right to require
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the Company to register any or all of its shares on Form S-3, or any successor
form (or on Form S-1 or Form SB-2 (if available to the Company), or any
successor forms, if Form S-3, or any successor form is not available).
(d) Limitation on Requests and Payment of Registration Expenses.
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Holder shall be entitled to register Holders Shares pursuant to the provisions
of this Section 5 twice (each a "Demand Registration"). The Company shall not
be required to register Holders Shares in accordance with the provisions of
Section 5(a) if there is outstanding at the time of the request an effective
Registration Statement for a Continuous Offering and Holders can dispose of
their Holders Shares in accordance with Section 2, or if Holders can sell all of
their Holders Shares pursuant to Rule 144 of the Securities Act within any three
month period. The Company will pay all registration expenses (except
underwriting discounts and selling commissions) in connection with the Offering
of the Holders Shares requested by Holders pursuant to this Section 5 for the
first Demand Registration, but Holders shall pay all expenses for a second
Demand Registration.
6. The Company's Duties. If and whenever the Company is required to
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permit Holders to effect any Offering as provided in Sections 1-5, the Company
covenants and agrees that it will, as expeditiously as possible (but not later
than sixty (60) days after receipt of a request from Holders to include Holders
Shares in a given Offering):
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(a) prepare all offering documents in accordance with all applicable
requirements of the Securities Act, including, if requested by Holder and if
permitted by the rules and regulations of the SEC, a Registration Statement
pursuant to Rule 415 of the Securities Act or any successor rule of the SEC,
with respect to such Offering to permit the disposition of the Holders Shares by
Holders in accordance with the intended method of disposition (and, in the case
of an underwritten Offering, consistent in form, substance, and scope with
customary practice for the offering of securities of corporations by nationally
recognized investment banking firms);
(b) file with the SEC a Registration Statement required to permit the
disposition thereof; provided, that before filing any such Registration
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Statement (including any documents incorporated by reference therein), the
Company will furnish to counsel(s) designated by Holders and to the
underwriter(s), if any, copies of all such Registration Statements, which
Registration Statements shall be subject to the review of such counsel(s) and
the underwriter(s), if any, and, where feasible, the Company shall make such
changes in such Registration Statements as are reasonably requested by such
counsel(s) or underwriter(s); and
(c) use its reasonable efforts to have such Registration Statement
declared effective by, and obtain all approvals from the SEC to the extent
necessary to permit the Offering; provided, however, that the Company may
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discontinue any Offering that is being effected pursuant to Sections 1-3 at any
time before the effective date of the related Registration Statement;
(d) thereafter, prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep the Registration Statement continuously effective (if filed pursuant to
Rule 415) and cause the Registration Statement to be supplemented by any
required supplement, and as so supplemented to be filed, if required, with the
SEC during the period ending on the later of (A) such time as all of the Holders
Shares covered by such Registration Statement have been disposed of in
accordance with the intended method of disposition set forth in such
Registration Statement, (B) such time as all of the Holders Shares may be sold
pursuant to Rule 144 of the Securities Act, or (C) so long as a dealer is
required to deliver a Prospectus in connection with the Offering; but in no
event shall such period extend longer than nine months after the effective date
of such Registration Statement;
(e) furnish to Holders and to the underwriter(s), if any, such number
of copies of the Registration Statement or Prospectus contained therein
(including each amendment and supplement thereto) as they may reasonably request
in order to facilitate the disposition of the Holders Shares included in such
Offering;
(f) register or qualify, or cooperate with Holders, the
underwriter(s), if any, and their respective counsel in registering or
qualifying, all Holders Shares covered by the Registration Statement for offer
and sale under the applicable securities or blue sky laws of such jurisdictions
as Holders and the underwriter(s), if any, shall reasonably request in writing,
and do any and all other acts and things which may be reasonably necessary or
advisable to enable Holders and the underwriter(s), if any, to consummate the
disposition in such jurisdictions of the
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Common Stock covered by the Registration Statement; provided, however, that the
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Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or subject the Company to any tax in any such jurisdiction
where it is not then so subject;
(g) use its reasonable efforts to cause such Common Stock covered by
the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable Holders and
the underwriter(s), if any, to consummate the disposition of such Common Stock;
(h) cooperate reasonably with any managing underwriter to effect the
sale of any Holders Shares, including but not limited to attendance of the
Company's executive officers at any planned "road show" presentations;
(i) notify Holders and the underwriter(s), if any, at any time when
the Registration Statement 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, and at the request of any Holder or any underwriter, prepare and
furnish to such Person(s), such reasonable number of copies of any amendment or
supplement to the Prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Common Stock, such Prospectus shall not
include any untrue statement of a material fact or omit 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, and to deliver to
purchasers of any other securities of the Company included in the Offering
copies of such Prospectus as so amended or supplemented;
(j) keep Holders informed of the Company's best estimates of the
earliest date on which the Registration Statement will become effective, and
promptly notify Holders of (A) the effectiveness of such Registration Statement,
(B) a request by the SEC for an amendment or supplement to such Registration
Statement, (C) the issuance by the SEC of an order suspending the effectiveness
of the Registration Statement, or of the threat of a proceeding for that
purpose, and (D) the suspension of the qualification of any securities included
in the Registration Statement for sale in any jurisdiction or the initiation or
threat of any proceeding for that purpose;
(k) comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by the Registration Statement in
accordance with the intended method of distribution of the Holders thereof set
forth in such Registration Statement;
(l) use its reasonable efforts to list the securities proposed to be
sold in such Offering on the Nasdaq National Market, or on such other securities
exchange or over the counter trading market on which the Common Stock is then
listed, not later than the closing of the Offering contemplated thereby;
(m) enter into such customary agreements (including but not limited
to an underwriting agreement in customary form) and take such other reasonable
actions as Holders or
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the underwriter(s), if any, reasonably request in order to expedite or
facilitate the disposition of such Common Stock;
(n) obtain such "cold comfort" letter(s) from the Company's
independent public accountants, in customary form and covering matters of the
type customarily covered by "cold comfort" letter(s), as Holders or the
underwriter(s), if any, shall reasonably request; and
(o) upon prior notice, make available for reasonable inspection by
any underwriter(s) participating in any disposition to be effected pursuant to
the Registration Statement and by any attorney, accountant, or other agent
retained by any such Person(s), its financial and other records, pertinent
corporate documents and properties of the Company, and such opportunities to
discuss the business of the Company with its officers, directors, and employees
and the independent public accountants who have certified its financial
statements as shall be necessary, in the opinions of such underwriters'
respective counsels, to conduct a reasonable investigation; provided, that any
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records, information, or documents that are designated by the Company in writing
as confidential shall be kept confidential by each such Person, unless
disclosure of such records, information, or documents is required by law, by
judicial or administrative order, or in order to defend a claim asserted against
such Person in connection with such Offering.
7. Information from Holder.
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(a) Information. The Company may require Holders to furnish it with
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such information regarding Holders and regarding the method of distribution as
is pertinent to the disclosure requirements relating to the Offering of such
Common Stock as the Company may from time to time reasonably request in writing.
(b) Use of Registration Statement Upon Notice of Defects. Holders
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agree, and shall cause underwriter(s), if any, acting on their behalf to agree,
that upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 6(i), they will immediately discontinue the use
of the Registration Statement and Prospectus covering such Common Stock until
the receipt by Holders and any such underwriter(s) of the copies of the
supplemented or amended Registration Statement or Prospectus contemplated by
such clause and, if so directed by the Company, Holders will deliver and cause
each underwriter, if any, to deliver to the Company all copies, other than
permanent file copies then in the possession of Holders or any such underwriter,
of the Registration Statement and Prospectus covering such Common Stock at the
time of receipt of such notice.
8. Resales; Reports Under Exchange Act. In order to permit Holders to
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sell the Holders Shares, if they so desire, pursuant to any applicable resale
exemption under the Securities Act, the Company will:
(a) comply with all rules and regulations of the SEC in connection
with the use of any such resale exemption;
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(b) make and keep available adequate and current public information
regarding the Company;
(c) file with the SEC in a timely manner, all reports and other
documents required to be filed under the Securities Act and the Securities
Exchange Act of 1934, as amended;
(d) furnish to Holders, upon request, copies of annual reports
required to be filed under the Exchange Act; and
(e) furnish to Holders, upon request, with (A) a copy of the most
recent quarterly report of the Company and such other reports and documents
filed by the Company with the SEC and (B) such other information as may be
reasonably requested to permit Holders pursuant to any applicable resale
exemption under the Securities Act, if any.
9. Indemnification. The obligations of indemnification of the Parties
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set forth in this Section 9 shall be in addition to any liability which any
Party may otherwise have to any other party.
(a) Indemnification by the Company. The Company agrees to indemnify
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and hold harmless, to the fullest extent permitted by law, Holders, each Person
who participates as an underwriter in an Offering, each officer, director,
employee or agent of such an underwriter, and each Person who controls (within
the meaning of the Securities Act) such an underwriter against any and all
losses, claims, damages, liabilities, expenses, joint or several, including
without limitation reasonable legal or other expenses incurred in connection
with investigating or defending against any loss, claim, damage, or liability,
or action or proceeding (whether commenced or threatened) in respect thereof,
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement relating to such Offering, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made, except insofar as the
same are (i) made in reliance on and in conformity with any information about
Holders or any underwriter furnished in writing to the Company by Holders or any
underwriter specifically for inclusion in the Registration Statement relating to
such Offering or (ii) the result of the fact that Holders or any underwriter
sold Common Stock subject to an Offering to a Person to whom there was not sent
or given, at or before the written configuration of such sale, a copy of the
final Prospectus, if the Company has previously furnished copies thereof to
Holders or underwriter and such final Registration Statement or Prospectus
corrected such untrue statement or alleged untrue statement or omission or
alleged omission.
(b) Indemnification by Holders. Each Holder, jointly and
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severally, agrees to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, its officers, directors, employees, and agents,
each Person who participates as an underwriter in an Offering, each officer,
director, employee or agent of such an underwriter, and each Person who controls
(within the meaning of the Securities Act) the Company and such underwriter
against any and all losses, claims, damages, liabilities, and expenses, joint or
several, including without limitation
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reasonable legal or other expenses incurred in connection with investigating or
defending against any loss, claim, damage, or liability, or action or proceeding
(whether commenced or threatened) in respect thereof, caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement relating to such Offering or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made, but only to the extent that such
untrue statement or omission is made in reliance on and in conformity with any
information furnished in writing by Holders concerning Holders to the Company
specifically for inclusion in the Registration Statement relating to such
Offering.
(c) Notices of Claims; Procedures. Promptly after receipt by an
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indemnified party hereunder of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 9, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
indemnifying party of the commencement of such action; provided, that the
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failure of the indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section 9, except
to the extent that the indemnifying party is actually materially prejudiced by
such failure to give notice. If any such action is brought against an
indemnified party (unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist
in respect of such claim) the indemnifying party will be entitled to participate
in and to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, 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 the defense
thereof, the indemnifying party will not be liable to such indemnified party for
any legal or other expenses subsequently incurred by the latter in connection
with the defense thereof other than reasonable costs of investigation; provided,
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however, that any Person entitled to indemnification hereunder shall have the
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right to employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such
Person unless (A) the indemnifying party has agreed to pay such fees or expenses
or (B) the indemnifying party shall have failed to assume the defense of such
claim and employ counsel reasonably satisfactory to such Person or (C) in the
reasonable judgment of any such Person based upon advice of its counsel, a
conflict of interest may exist between such Person and the indemnifying party
with respect to such claims (in which case, if the Person notifies the
indemnifying party in writing that such Person elects to employ separate counsel
at the expense of the indemnifying party, the indemnifying party shall not have
the right to assume the defense of such claim on behalf of such Person). If
such defense is not assumed by the indemnifying party, the indemnifying party
will not be subject to any liability for any settlement made without its consent
(but such consent will not be unreasonably withheld). No indemnifying party
will consent to entry of any judgment or enter into any settlement which does
not include, as an unconditional term thereof, the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation. An indemnifying party who is not entitled to or
elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel in each jurisdiction for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such
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claim, in which event the indemnifying party shall be obligated to pay the fees
and expenses of such additional counsel or counsels.
(d) Contribution. If the indemnification provided for this in this
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Section 9 from the indemnifying party is unavailable to an indemnified party
hereunder (other than pursuant to the terms hereof) in respect of any losses,
claims, damages, liabilities, or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities, or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions that resulted in such losses,
claims, damages, liabilities, or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue statement or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified parties, and the parties' relative intent, knowledge,
access to information, and opportunity to correct or prevent such action. The
amount paid or payable by a Party as a result of the losses, claims, damages,
liabilities, and expense referred to above shall be deemed to include, subject
to the limitations set forth in this Section 9(d) any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding. The Parties agree that it would not be just and equitable if
contributions pursuant to this Section 9(d) were determined by a pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above. No Person guilty of fraudulent
misrepresentation shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
(e) This Section 9 shall apply to each Registration Statement filed by
the Company pursuant to this Agreement that includes Holders Shares.
10. Miscellaneous.
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(a) Amendments and Waivers. This Agreement may be amended, and the
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Company may take any action herein prohibited or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent of Holders to such amendment, action or omission to act.
(b) Successors, Assigns and Transferees. This Agreement shall be
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binding upon the parties hereto and their respective successors and assigns.
(c) Notices. Any notice, request, demand, consent, approval or other
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communication permitted or required to be given to any of the parties hereunder
shall be deemed given when received, shall be in writing, and shall be delivered
in person or sent by certified mail, postage prepaid, or by private courier
service or by telecopy or telex, to such party at its address set forth below or
at such other address as such party may hereunder furnish in writing to the
other parties.
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(d) Entire Agreement. This Agreement, and the exhibits hereto,
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constitute the entire agreement among the Parties and supersedes any prior
understandings, agreements or representations by or among the Parties, written
or oral, that may have related in any way to the subject matter hereof.
(e) Succession and Assignment. This Agreement shall be binding upon
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and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of such Party's rights, interests or obligations hereunder without the prior
written approval of the other Party.
(f) Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(g) Headings. The section headings contained in this Agreement are
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inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(h) Governing Law. This Agreement shall be governed by, construed,
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interpreted and enforced in accordance with the internal substantive laws of the
State of California applicable to agreements to be made and performed solely
within such State, without giving effect to any conflicts or choice of law
principles which otherwise might be applicable.
(i) Specific Performance. Each of the Parties acknowledges and agrees
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that the other Party would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached. Accordingly, each of the Parties agrees that
the other Party shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted in any
court of any State having jurisdiction over the Parties and the matter, in
addition to any other remedy to which they may be entitled, at law or in equity.
(j) Waiver of Jury Trial. To the fullest extent permitted by
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applicable law, the Parties hereby irrevocably and expressly waive all right to
a trial by jury in any action, proceeding, counterclaim (whether based upon
contract, tort or otherwise) arising out of or relating to this Agreement, or
other documents entered in connection herewith or the transactions contemplated
hereby.
(k) Forum Designation. Any action or proceeding against any of the
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parties hereto relating in any way to this Agreement or the subject matter
hereof shall be brought and enforced exclusively in the competent courts of
California, and the parties hereto consent to the exclusive jurisdiction of such
courts in respect of such action or proceeding.
(l) Authorization. By executing this Agreement, the Company and
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Holders hereby respectively represent that they have all requisite legal power
and capacity to execute and deliver this Agreement and to perform his
obligations under this Agreement.
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(m) Severability. If any provision of this Agreement is held to be
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illegal, invalid or unenforceable under present or future laws effective during
the term hereof, the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected thereby, and in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be legal, valid and enforceable.
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The foregoing Registration Rights Agreement is hereby executed as of the
date first written above.
WORLDQUEST NETWORKS, INC.
By:
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Name: B. Xxxxxxx Xxxxx
Title: Chief Executive Officer
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SCHEDULE A
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HOLDERS
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