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Exhibit 4.10
REGISTRATION RIGHTS AGREEMENT
AGREEMENT, dated as of the 15th day of October, 1996, between
MWW/Strategic Communications, Inc., a New Jersey Corporation (the "Holder") and
Telechips Corporation, a Nevada corporation having its principal place of
business at 0000 X. XxXxxxxx, Xxxx, Xxxxxx 00000 (the "Company").
WHEREAS, simultaneously with the execution and delivery of
this Agreement, the Holder is receiving from the Company a warrant to purchase
an aggregate of up to 6,000 Shares of common stock, par value $.01 per share
(the "Common Stock") of the Company (the "Warrant Shares"), upon the terms and
subject to the conditions set forth in the Warrant Agreement between the Holder
and the Company dated October 15, 1996, and 7,200 shares of the Company's
Common Stock in consideration of the execution of the Release Agreement between
the Company and the Holder dated October 15, 1996 (together with the Warrant
Shares, the "Shares").
WHEREAS, the Company desires to grant to the Holder the
registration rights set forth herein with respect to the Shares.
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. REGISTRABLE SECURITIES. As used herein the term
"Registrable Security" means each of the Shares and any additional shares of
Common Stock issued upon any stock split or stock dividend in respect of such
Shares; provided, however, that with respect to any particular Registrable
Security, such security shall cease to be a Registrable Security when, as of
the date of determination, (i) it has been effectively registered under the
Securities Act of 1933, as amended (the "Act"), provided that, the term
"registered" shall include (1) the preparation and filing of a registration
statement in compliance with the Act, and (2) the declaration or ordering of
the effectiveness of such registration statement by the Securities and Exchange
Commission, and disposed of pursuant thereto, (ii) registration under the
Securities Act is no longer required for the immediate public distribution of
such security, or (iii) it has ceased to be outstanding. The term "Registrable
Securities" means any and/or all of the securities falling within the foregoing
definition of a "Registrable Security." In the event of any merger,
reorganization, consolidation, recapitalization or other change in corporate
structure affecting the Common Stock, such adjustment shall be made in the
definition of "Registrable Security" as is appropriate in order to prevent any
dilution or enlargement of the rights granted pursuant to this Agreement.
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2. REGISTRATION. The Company shall prepare and file
with the Securities and Exchange Commission (the "Commission"), on one
occasion, at the sole expense of the Company, a Registration Statement complete
with all necessary amendments thereto, (a "Registration Statement") and such
other documents, including, without limitation, a prospectus, as may be
necessary (in the opinion of both counsel for the Company or counsel for the
Holder), in order to comply with the provisions of the Act, so as to permit a
public offering and sale of the Shares by the Holder thereof on or before
October 18, 1996. In the event the Shares or any additional Shares are not
registered on or before October 25, 1996, the Company shall pay to MWW as
additional liquidated damages the sum of $1,000 for each day after October 25,
1996 that such shares are not registered ("Liquidated Damages"), except that
the Liquidated Damages payable hereunder shall not exceed the cash value of
such Shares or any additional Shares, which value shall be determined by taking
the average of the closing bid and asked price for the Company's Common Stock
on October 18, 1996.
3. ADDITIONAL TERMS. The following provisions shall be
applicable to any Registration Statement filed pursuant to Paragraphs 2 of this
Agreement:
(a) The Company will use its best efforts to cause
the Registration Statement covering all of the Registrable Securities to become
effective as promptly as possible but in any event, to permit a public offering
and sale of the shares and any additional shares held by the Holder on or
before October 18, 1996 and, if any stop order shall be issued by the
Securities and Exchange Commission in connection therewith, to use its best
efforts to obtain the removal of such order. Following the effective date of
such Registration Statement, the Company shall, upon the request of the Holders
forthwith supply such number of copies of the Registration Statement,
preliminary prospectus and prospectus meeting the requirements of the Act, and
other documents necessary or incidental to the offering, as shall be reasonably
requested by the Holder to permit the Holder to make a public distribution of
his or her Registrable Securities. The Company will use its best efforts to
qualify the Registrable Securities for sale in such states as the Holder shall
reasonably request, provided that no such qualification will be required in any
jurisdiction where, solely as a result thereof, the Company would be required
to consent to general service of process, be subject to taxation or
qualification as a foreign corporation doing business in such jurisdiction or
be required to qualify as a dealer in securities. The Holder agrees to furnish
to the Company such appropriate information concerning the Holder, the Holder's
Registrable Securities and the terms of the Holder's offering of such
Registrable Securities as the Company may reasonably request in order to permit
the Company to prepare the Registration Statement, including any amendment or
supplement thereto.
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(b) The Company shall bear the entire cost and
expense of any registration of the Registrable Securities; and shall keep such
registration effective for a period of 180 days or until the distribution
described in the registration statement has been completed, whichever occurs
first, provided, however, that the Holder shall be solely responsible for the
fees of any counsel or other professional advisor retained by him or her in
connection with such registration and any transfer taxes or underwriting
discounts or commissions applicable to the Registrable Securities sold by him
or her pursuant thereto.
(c) The Company shall indemnify and hold harmless the
Holder, which indemnification shall include each person, if any, who controls
the Holder within the meaning of the Act and each officer, director, employee
and agent of such Holder, from and against any and all losses, claims, damages
and liabilities arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement,
any other registration statement or other compliance document filed by the
Company under the Act or furnished in connection with the Registrable
Securities, any post-effective amendment to such registration statements, or
any prospectus included therein required to be filed or furnished by reason of
this Agreement or caused by 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, or any violation by the Company of any rule or
regulation promulgated under the Act applicable to the Company and relating to
any action or inaction required of the Company in connection with any such
registration or qualification or compliance and will reimburse each of such
Holder for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, or liability arises out of or is
based upon any untrue statement or omission based upon any written information
furnished to the Company by an instrument duly executed by such Holder
specifically for use therein, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or alleged untrue statement
or omission or alleged omission based upon information furnished or required to
be furnished in writing to the Company by the Holder expressly for use therein;
and provided further, that each Holder shall, if Registrable Securities held by
or issuable to such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, its directors, each officer signing the Registration Statement and
each person, if any, who controls the Company within the meaning of the Act,
from and against any and all losses, claims, damages and liabilities caused by
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, any other registration statement or other
compliance document filed by the
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Company under the Act or furnished in connection with the Registrable
Securities, any post-effective amendment to such registration statements, or
any prospectus included therein required to be filed or furnished by reason of
this Agreement or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
insofar as such losses, claims, damages or liabilities are caused by any untrue
statement or alleged untrue statement or omission based upon information
furnished in writing to the Company by the Holder expressly for use therein.
Each party entitled to indemnification under this paragraph (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this paragraph. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.
(d) If for any reason the indemnification provided
for in the preceding subparagraph is held by a court of competent jurisdiction
to be unavailable to an indemnified party with respect to any loss, claim,
damage, liability or expense referred to therein, then the indemnifying party,
in lieu of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by the indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect not
only the relative benefits received by the indemnified party and the
indemnifying party, but also the relative fault of the indemnified party and
the indemnifying party, as well as any other relevant equitable considerations.
(e) Neither the filing of a registration statement
by the Company pursuant to this Agreement nor the making of any request for
prospectuses by the Holder shall impose upon the Holder any obligation to sell
his or her Registrable Securities.
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(f) The Holder, upon receipt of notice from the
Company that an event has occurred which requires a post-effective amendment to
the registration statement filed with respect to the Registrable Securities or
a supplement to the prospectus included therein, shall promptly discontinue the
sale of his or her Registrable Securities until the Holder receives a copy of a
supplemented or amended prospectus from the Company, which the Company shall
provide as soon as practicable after such notice.
4. GOVERNING LAW. This Agreement shall be deemed to
have been made and delivered in the State of Nevada and shall be governed as to
validity, interpretation, construction, effect and in all other respects by the
internal laws of the State of Nevada.
5. AMENDMENT. This Agreement may only be amended by a
written instrument executed by the Company and the Holder.
6. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and
written, with respect to the subject matter hereof.
7. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same document.
8. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed duly given
when delivered by hand or mailed by registered or certified mail, postage
prepaid, return receipt requested, as follows:
If to the Holder, to his or her address set forth on the
signature page of this Agreement.
If to the Company, to the address set forth on the first page
of this Agreement.
The parties may change addresses by further notice to each
other party to this Agreement.
9. BINDING EFFECT; BENEFITS. The Holder may not assign his
or her rights hereunder except to permitted transferees of the Registrable
Securities. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective heirs, legal representatives,
successors and permitted assigns, including, without limitation, the permitted
transferees of the Registrable Securities. Nothing herein contained, express
or implied, is intended to confer upon any
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person other than the parties hereto and their respective heirs, legal
representatives, successors and such permitted assigns, any rights or remedies
under or by reason of this Agreement.
10. HEADINGS. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this
Agreement.
11. SEVERABILITY. Any provision of this Agreement which is
held by a court of competent jurisdiction to be prohibited or unenforceable in
any jurisdiction(s) shall be, as to such jurisdiction(s), ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto as of the date first above written.
TELECHIPS CORPORATION
By: ________________________________
Name:
Title:
HOLDER:
MWW/STRATEGIC COMMUNICATIONS, INC.
________________________________
Signature(s)
________________________________
Print Name and Title
Address:
________________________________
________________________________
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