REGISTRATION RIGHTS
Recom Managed Systems, Inc. hereby grants to the Subscriber the
following registration rights.
1. Definitions.
Capitalized terms used herein without definition shall have the
respective meanings given such terms as set forth in the Subscription Agreement
between Recom Managed Systems, Inc. and the investor signatory thereto (the
"Subscription Agreement"). As used herein, the following terms shall have the
following meanings:
Business Day: Any day other than a day on which banks are
authorized or required to be closed in the State of New York.
Commission: The United States Securities and Exchange
Commission.
Common Stock: The common stock, par value $.001 per share, of
the Company.
Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated
thereunder.
Holder or Holders: Any holder of the Registrable Securities.
Person: Any individual, corporation, partnership, joint
venture, association, joint stock company, trust,
unincorporated organization or government or other agency or
political subdivision thereof.
Prospectus: The prospectus included in any Registration
Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus
filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act),
as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement,
and all other amendments and supplements to the prospectus,
including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by
reference in such prospectus.
Registrable Securities: (i) The shares of Common Stock (a)
issuable upon conversion of the Series A Convertible Preferred
Stock and (b) issuable upon exercise of the Warrants, until
such time as (1) a Registration Statement covering such
Registrable Securities has been declared effective by the
Commission and such Registrable Securities have been disposed
of pursuant to such effective Registration Statement or (2)
such Registrable Securities are saleable pursuant to Rule 144
(or any similar provision then in force) under the Securities
Act, whichever is earlier.
Registration Statement: Any registration statement of the
Company that covers any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statements,
including post effective amendments, all exhibits, and all
material incorporated by reference or deemed to be
incorporated by reference in such registration statement.
A-1
Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated
thereunder.
Series A Convertible Preferred Stock: The Series A convertible
preferred stock included in the Units.
Units: The units of the Company sold pursuant to the
Subscription Agreement consisting of (i) 33,334 shares of
Series A Preferred Stock and (ii) 16,667 Warrants.
Warrants: The Class C Common Stock Warrants included in the
Units exercisable for shares of Common Stock at an exercise
price of $3.75 per share.
2. Registration Rights.
(a) Required Registration. The Company shall use its best
efforts as soon as reasonably practicable after the First Closing (but
in no event less than 90 days following the First Closing the "Target
Effective Date") to prepare and file with the Commission a Registration
Statement covering the resale of all Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415. The
Registration Statement shall be on Form SB-2 (except if the Company is
not then eligible to register for resale the Registrable Securities on
Form SB-2, in which case such registration shall be on another
appropriate form, except if otherwise directed by the Holders). The
Company shall use its best efforts to cause such Registration Statement
be declared effective under the Securities Act as soon as is
practicable following its filing, and shall use its best efforts to
keep such Registration Statement continuously effective under the
Securities Act until the date which is four (4) years after the
termination of the offering (the "Effectiveness Period"). In the event
that the Company does not file such Registration Statement by the
Target Effective Date, the exercise price of the Warrants will be
reduced from $3.75 to $3.00.
(b) Demand Registration. In addition to the rights afforded
the Holders in Section 2(a) above, at any one time following the First
Closing, a majority of the Holders of shares of Series A Convertible
Preferred Stock may request that the Company effect the registration
under the Securities Act of all or part of such Registrable Securities
on Form SB-2 or any similar long-form registration or, if available, on
Form S-2 or S-3 or any similar short-form registration (the
registration requested pursuant to this Section 2(b) is referred to
herein as the "Demand Registration"). The Demand Registration request
shall specify the approximate number of Registrable Securities
requested to be registered, and may at the election of the requisite
Holders specify the intended method or methods of disposition thereof
(which may include, without limitation, a "shelf" offering pursuant to
Rule 415 under the Securities Act, or an underwritten offering). Within
10 days after receipt of such request, the Company will give written
notice of such requested registration to such Holders, and, subject to
the provisions of Section 2(d) hereof, will include in such
registration all Registrable Securities with respect to which the
Company has received written requests from such Holders for inclusion
therein within 20 days after the receipt of the Company's notice. The
Holders shall be entitled to request one Demand Registration during the
Effectiveness Period. A registration will not count as a permitted
Demand Registration unless and until it has become effective, or, if it
has become so effective, the offering of Registrable Securities
pursuant to such registration is terminated, suspended or interfered
with by any stop order, injunction or other order or requirement of the
SEC or other governmental agency or court. The Company will use its
best efforts to keep such Registration Statement continuously effective
under the Securities Act during the Effectiveness Period or until all
Registrable Securities are sold.
A-2
(c) Piggyback Registration. If, at any time during the
Effectiveness Period, the Company proposes to register any of its
securities under the Securities Act for sale to the public for its own
account or for the account of other security holders (except with
respect to the registration statement for the public offering which is
being contemplated with the Placement Agent as of the date hereof or
registration statements on Forms S-4 or S-8 or another form not
available for registering the Registrable Securities for sale to the
public), each such time it will give written notice thereof to Holders
of its intention so to do (such notice to be given at least fifteen
(15) days prior to the filing thereof). Upon the written request of any
such Holder (which request shall specify the number of Registrable
Securities intended to be disposed of by such Holder and the intended
method of disposition thereof, received by the Company within ten (10)
days after giving of any such notice by the Company, to register any of
such Holder's Registrable Securities, the Company will use its
reasonable efforts, subject to Section 2(d) below, to cause the
Registrable Securities 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 Registrable Securities
so registered ("Piggyback Registration Rights"); provided, that if, at
any time after giving written notice of its intention to register any
securities pursuant to this Section 2(c) and prior to the effective
date of the Registration Statement filed in connection with such
registration, the Company shall determine for any reason not to
register such securities, the Company shall give written notice to all
Holders and, thereupon, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration. If a
registration pursuant to this Section 2(c) involves an underwritten
public offering, any Holder requesting to be included in such
registration may elect, in writing prior to the effective date of the
registration statement filed in connection with such registration, not
to register such securities in connection with such registration. The
foregoing provisions notwithstanding, the Company may withdraw any
registration statement referred to in this Section 2(c) without thereby
incurring any liability to the Holders.
(d) Holdback Agreements. If any registration of Registrable
Securities shall be in connection with an underwritten public offering,
each Holder agrees not to effect any public sale or distribution,
including any sale pursuant to Rule 144 under the Securities Act, of
any Registrable Securities, and not to effect any such public sale or
distribution of any other equity security of the Company or of any
security convertible into or exchangeable or exercisable for any equity
security of the Company (in each case, other than as part of such
underwritten public offering) during the thirty (30) days prior to, and
during the ninety (90) day period beginning on, the effective date of
such Registration Statement (except as part of such registration).
(e) Exceptions. Notwithstanding the foregoing, the Company may
delay the registration of Registrable Securities pursuant to Section
2(b) or 2(c) hereof (but not Section 2(a) hereof) for the time periods
described in Section 2(g) hereof upon the occurrence of any of the
following:
(i) The Company shall have previously entered into an
agreement or letter of intent contemplating an underwritten
public offering on a firm commitment basis of Common Stock or
securities convertible into or exchangeable for Common Stock
and the managing underwriter of such proposed public offering
advises the Company in writing that in its opinion such
proposed underwritten offering would be materially and
adversely affected by a concurrent registered offering of
Registrable Securities (such opinion to state the reasons
therefor);
A-3
(ii) During the two (2) month period immediately
preceding such request, the Company shall have entered into an
agreement or letter of intent, which has not expired or
otherwise terminated, contemplating a material business
acquisition by the Company or its subsidiaries whether by way
of merger, consolidation, acquisition of assets, acquisition
of securities or otherwise;
(iii) The Company is in possession of material
nonpublic information that the Company would be required to
disclose in the Registration Statement and that is not, but
for the registration, otherwise required to be disclosed at
the time of such registration, the disclosure of which, in its
good faith judgment, would have a material adverse effect on
the business, operations, prospects or competitive position of
the Company;
(iv) The Company shall receive the written opinion of
the managing underwriter of the underwritten public offering
pursuant to which Common Stock has been registered within the
three (3) month period prior to the receipt of a registration
request that the registration of additional Common Stock will
materially and adversely affect the market for the Common
Stock (such opinion to state the reasons therefor); or
(v) At the time of receipt of a registration request,
the Company is engaged, or its board of directors has adopted
by resolution a plan to engage, in any program for the
purchase of Common Stock or securities convertible into or
exchangeable for Common Stock and, in the opinion of counsel,
reasonably satisfactory to the requesting Holders, the
distribution of the Common Stock to be registered would cause
such purchase to be in violation of Regulation M promulgated
under the Exchange Act.
(f) Period of Delay. If an event described in clauses (i)
through (iv) of Section 2(e) shall occur, the Company may, by written
notice to the Holders, delay the filing of a Registration Statement
with respect to the Registrable Securities to be covered thereby for a
period of time not exceeding one hundred twenty (120) days. If an event
described in clause (v) of Section 2(e) shall occur, the filing of a
Registration Statement with respect to the Registrable Securities to be
covered thereby shall be delayed until the first date that the
Registrable Securities to be covered thereby can be sold without
violation of Regulation M of the Exchange Act.
3. Registration Procedures.
In connection with the registration obligations of the Company pursuant
to the terms and conditions of this Agreement, the Company shall:
(a) prior to filing a Registration Statement or Prospectus or
any amendments or supplements thereto, including documents incorporated
by reference after the initial filing of the Registration Statement,
the Company will furnish to the Holders covered by such Registration
Statement (the "Selling Holders"), Holders' Counsel and the
underwriters, if any, draft copies of all such documents proposed to be
filed at least three (3) Business Days prior thereto, which documents
will be subject to the review of such Holders' Counsel and the
underwriters, if any, and the Company will not, unless required by law,
file any Registration Statement or amendment thereto or any Prospectus
or any supplement thereto (including such documents incorporated by
reference) to which Selling Holders of at least a majority of the
Registrable Securities (the "Objecting Party") shall object, pursuant
to notice given to the Company prior to the filing of such amendment or
supplement (the "Objection Notice"). The Objection Notice shall set
forth the objections and the specific areas in the draft documents
where such objections arise. The Company shall have five (5) Business
Days after receipt of the Objection Notice to correct such deficiencies
to the satisfaction of the Objecting Party, and will notify each
Selling Holder of any stop order issued or threatened by the Commission
in connection therewith and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered;
A-4
(b) as promptly as practicable prepare and file with the
Commission such amendments and post-effective amendments to the
Registration Statement as may be necessary to keep such Registration
Statement effective for the period required pursuant to Section 2;
cause the Prospectus to be supplemented by any required Prospectus
supplement, and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
Registrable Securities covered by such Registration Statement during
the applicable period in accordance with the intended methods of
disposition by the Selling Holders set forth in such Registration
Statement or supplement to the Prospectus;
(c) as promptly as practicable furnish to any Selling Holder
and the underwriters, if any, without charge, such number or conformed
copies of such Registration Statement and any post-effective amendment
thereto and such number of copies of the Prospectus (including each
preliminary Prospectus) and any amendments or supplements thereto, and
any documents incorporated by reference therein, as such Selling Holder
or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities being sold by such Selling
Holder (it being understood that the Company consents to the use of the
Prospectus and any amendment or supplement thereto by each Selling
Holder and the underwriters, if any, in connection with the offering
and sale of the Registrable Securities covered by the Prospectus or any
amendment or supplement thereto); provided, that before filing a
Registration Statement or Prospectus relating to the Registrable
Securities or any amendments or supplements thereto, the Company will
furnish to Holders' Counsel copies of all documents proposed to be
filed at least three (3) Business Days prior to the filing thereof,
which documents will be subject to the review of such counsel;
(d) on or prior to the date on which the Registration
Statement is declared effective, register or qualify such Registrable
Securities under such other securities or "blue sky" laws of such
jurisdictions as any Selling Holder, Holders' Counsel or underwriter
reasonably requests and do any and all other acts and things which may
be necessary or advisable to enable such Selling Holder to consummate
the disposition in such jurisdictions of such Registrable Securities
owned by such Selling Holder; keep each such registration or
qualification (or exemption therefrom) effective during the period
which the Registration Statement is required to be kept effective; and
do any and all other acts or things reasonably necessary or advisable
to enable the disposition in such jurisdictions of the Registrable
Securities covered by the applicable Registration Statement; provided
that the Company shall not be required to (i) qualify to do business as
a foreign corporation or as a broker-dealer in any jurisdiction where
it is not then so qualified or (ii) take any action which would subject
it to general service of process or to taxation in any jurisdiction
where it is not then so subject;
(e) cause the Registrable Securities covered by such
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of
the business and operations of the Company to enable the Selling
Holders to consummate the disposition of such Registrable Securities;
A-5
(f) as promptly as practicable notify each Selling Holder,
Holders' Counsel and any underwriter and (if requested by any such
Person) confirm such notice in writing, (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed and,
with respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by
the Commission or any other federal or state governmental authority for
amendments or supplements to a Registration Statement or related
Prospectus or for additional information to be included in any
Registration Statement or Prospectus or otherwise, (iii) of the
issuance by the Commission of any stop order suspending the
effectiveness of a Registration Statement or the initiation or
threatening of any proceedings for that purpose, (iv) of the issuance
by any state securities commission or other regulatory authority of any
order suspending the qualification or exemption from qualification of
any of the Registrable Securities under state securities or "blue sky"
laws or the initiation of any proceedings for that purpose and (v) of
the happening of any event which makes any statement made in a
Registration Statement or related Prospectus or any document
incorporated or deemed to be incorporated by reference therein untrue
or which requires the making of any changes in such Registration
Statement, Prospectus or documents so that they will not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; and, as promptly as practicable thereafter,
prepare and file with the Commission and furnish a supplement or
amendment to such Prospectus so that, as thereafter deliverable to the
purchasers of such Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(g) make generally available to the Holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities
Act no later than thirty (30) days after the end of the 12-month period
beginning with the first day of the Company's first fiscal quarter
commencing after the effective date of a Registration Statement;
(h) use its reasonable efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement, and, if
one is issued, to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible
moment;
(i) as promptly as practicable after filing with the
Commission of any document which is incorporated by reference into a
Registration Statement, deliver a copy of such document to Holders'
Counsel;
(j) cooperate with the Selling Holders and the managing
underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates (which shall not bear any
restrictive legends and shall be in a form eligible for deposit with
the Depository Trust Company) representing securities sold under such
Registration Statement, and enable such securities to be in such
denominations and registered in such names as the managing underwriter
or underwriters, if any, or such Selling Holders may request and make
available prior to the effectiveness of such Registration Statement a
supply of such certificates;
Each Selling Holder, upon receipt of any notice from the
Company of the happening of any event of the kind described in subsection (f) of
this Section 3, shall forthwith discontinue disposition of the Registrable
Securities until such Selling Holder's receipt of the copies of the supplemented
or amended Prospectus contemplated by subsection (f) of this Section 2 or until
it is advised in writing (the "Advice") by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in the Prospectus, and,
if so directed by the Company, such Selling Holder will, or will request the
managing underwriter or underwriters, if any, to, deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Selling Holder's possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice. In the event that the
Company shall give any such notice, the time periods for which a Registration
Statement is required to be kept effective pursuant to Section 2 hereof shall be
extended by the number of days during the period from and including the date of
the giving of such notice to and including the date when each Selling Holder
shall have received (i) the copies of the supplemented or amended Prospectus
contemplated by Section 2(f) or (ii) the Advice.
A-6
4. Registration Expenses.
(a) All expenses incident to the Company's performance of, or
compliance with, the provisions hereof, including without limitation,
all Commission and securities exchange or NASD registration and filing
fees, fees and expenses of compliance with securities or "blue sky"
laws (including fees and disbursements of counsel in connection with
"blue sky" qualifications of the Registrable Securities), printing
expenses, messenger and delivery expenses, internal expenses
(including, without limitation, all salaries and expenses of the
Company's officers and employees performing legal or accounting
duties), fees and expenses incurred in connection with the listing of
the securities to be registered, if any, on each securities exchange on
which similar securities issued by the Company are then listed, fees
and disbursements of counsel for the Company and its independent
certified public accountants (including the expense of any special
audit or "cold comfort" letters required by, or incident to, such
performance), Securities Act liability insurance (if the Company elects
to obtain such insurance), reasonable fees and expenses of any special
experts retained by the Company in connection with such registration,
fees and expenses of other Persons retained by the Company in
connection with each registration hereunder (but not including the fees
and expense of legal counsel retained by a Holder or Holders, or any
underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities) are herein called "Registration Expenses."
(b) The Company will pay all Registration Expenses in
connection with each Registration Statement filed pursuant to Section 2
except as otherwise set forth therein. All expenses to be borne by the
Holders in connection with any Registration Statement filed pursuant to
Section 2 (including, without limitation, all underwriting fees,
discounts or commissions attributable to such sale of Registrable
Securities) shall be borne by the participating Holders pro rata in
relation to the number of Units of Registrable Securities to be
registered by each Holder.
5. Indemnification; Contribution.
(a) Indemnification by the Company. The Company agrees to
indemnity and hold harmless, to the full extent permitted by law, each
Holder, its officers, directors and each Person who controls such
Holder (within the meaning of the Securities Act), and any agent or
investment adviser thereof, against all losses, claims, damages,
liabilities and expenses (including reasonable attorneys' fees and
costs of investigation) arising out of or based upon any untrue or
alleged untrue statement of material fact contained in any Registration
Statement, any amendment or supplement thereto, any Prospectus or
preliminary Prospectus 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, except insofar as the same
arise out of or are based upon any such untrue statement or omission
based upon information with respect to such Holder furnished in writing
to the Company by or on behalf of such Holder expressly for use
therein; provided that, in the event that the Prospectus shall have
been amended or supplemented and copies thereof as so amended or
supplemented, shall have been furnished to a Holder prior to the
confirmation of any sales of Registrable Securities, such indemnity
with respect to the Prospectus shall not inure to the benefit of such
Holder if the Person asserting such loss, claim, damage or liability
and who purchased the Registrable Securities from such holder did not,
at or prior to the confirmation of the sale of the Registrable
Securities to such Person, receive a copy of the Prospectus as so
amended or supplemented and the untrue statement or omission of a
material fact contained in the Prospectus was corrected in the
Prospectus as so amended or supplemented.
A-7
(b) Indemnification by Holders of Registrable Securities. In
connection with any Registration Statement in which a Holder is
participating, each such Holder will furnish to the Company in writing
such information with respect to the name and address of such Holder
and such other information as may be reasonably required for use in
connection with any such Registration Statement or Prospectus and
agrees to indemnity, to the full extent permitted by law, the Company,
its directors and officers and each Person who controls the Company
(within the meaning of the Securities Act) against any losses, claims,
damages, liabilities and expenses resulting from any untrue statement
of a material fact in the Registration Statement or Prospectus or any
amendment thereof or supplement thereto or necessary to make the
statements therein not misleading, to the extent, but only to the
extent, that such untrue or alleged untrue statement relates to any
information with respect to such Holder so furnished in writing by such
Holder specifically for inclusion in any Prospectus or Registration
Statement; provided, however, that such Holder shall not be liable in
any such case to the extent that prior to the filing of any such
Registration Statement or Prospectus or amendment thereof or supplement
thereto, such Holder has furnished in writing to the Company
information expressly for use in such Registration Statement or
Prospectus or any amendment thereof or supplement thereto which
corrected or made not misleading information previously furnished to
the Company. In no event shall the liability of any Selling Holder
hereunder be greater in amount than the dollar amount of the proceeds
received by such Selling Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.
(c) Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder agrees to give prompt written
notice to the indemnifying party after the receipt by such Person of
any written notice of the commencement of any action, suit, proceeding
or investigation or threat thereof made in writing for which such
Person will claim indemnification or contribution pursuant to the
provisions hereof and, unless in the judgment of counsel of such
indemnified party a conflict of interest may exist between such
indemnified party and the indemnifying party with respect to such
claim, permit the indemnifying party to assume the defense of such
claim. Whether or not such defense is 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 of
such claim or litigation. If the indemnifying party is not entitled to,
or elects not to, assume the defense of a claim, it will not be
obligated to pay the fees and expenses of more than one counsel (plus
such local counsel, if any, as may be reasonably required in other
jurisdictions) with respect to such claim, unless in the 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 claim, in which event the indemnifying party shall be
obligated to pay the fees and expenses of such additional counsel or
counsels. For the purposes of this Section 5(c), the term "conflict of
interest" shall mean that there are one or more legal defenses
available to the indemnified party that are different from or
additional to those available to the indemnifying party or such other
indemnified parties, as applicable, which different or additional
defenses make joint representation inappropriate.
A-8
(d) Contribution. If the indemnification from the indemnifying
party provided for in this Section 5 is unavailable to an indemnified
party hereunder 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 which 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 or alleged untrue statement of a material fact,
has been made by, or relates to information supplied by, such
indemnifying party or indemnified parties, and the parties 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 expenses referred to above
shall be deemed to include, subject to the limitations set forth in
Section 5(c), any reasonable legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or
proceeding. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) If indemnification is available under this Section 5, the
indemnifying parties shall indemnity each indemnified party to the full
extent provided in Sections 5(a) and (b) without regard to the relative
fault of said indemnifying party or indemnified party or any other
equitable consideration provided for in this Section 5.
6. Transfer of Rights.
The rights to cause the Company to register Registrable
Securities granted pursuant to the provisions hereof may be transferred or
assigned by any Holder to a transferee or assignee; provided; however, that the
transferee or assignee of such rights assumes the obligations of such transferor
or assignor, as the case may be, hereunder.
7. Amendment
Except as otherwise provided herein, the provisions hereof may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of at least a majority of the aggregate number of the
Registrable Securities then outstanding.
A-9
