[Exhibit 10.1 - Form of Registration Rights Agreement]
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is dated this ___ day of __________
2004 and is by and between Manufacturing Marketing Group, Inc. ("MMG") and the
undersigned Investor ("Purchaser").
Reference is made to that certain Subscription Agreement, dated even date
herewith, between the parties hereof, pursuant to witch Purchaser has purchased
certain shares of common stock of MMG (the "Shares") in a limited offering by
the Company of 1,000,000 shares of common stock (the "Offering").
Now therefore, the parties hereto agree as follows:
1. Promptly after, but not later than 120 days after, the closing of the
Offering (the "Closing Date"), the Company shall prepare and file a registration
statement (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act") to register the offer and resale of the Shares by the
Purchaser (the "Registrable Securities"), and shall use its best efforts to
cause such Registration Statement to become effective. The Company shall pay all
Registration Expenses (as defined below) in connection with any registration,
qualification or compliance hereunder, and Purchaser shall pay all Selling
Expenses (as defined below) and other expenses that are not Registration
Expenses relating to the Registrable Securities resold by Purchaser.
"Registration Expenses" shall mean all expenses, except for Selling Expenses,
incurred by the Company in complying with the registration provisions herein
described, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses and the expense of any special
audits incident to or required by any such registration. "Selling Expenses"
shall mean all selling commissions, underwriting fees and stock transfer taxes
applicable to the Registrable Securities and all fees and disbursements of
counsel for Purchaser.
2. If the Registration Statement becomes effective, the Company will use
its best efforts to: (a) keep such registration effective until the earlier of
(i) the second anniversary of the date such Registration Statement is declared
effective, (ii) such date as all of the Registrable Securities have been resold
pursuant to a registration statement, or (iii) such date as all Registrable
Securities may be sold pursuant to Rule 144 of the Securities Act (or any
successor rule); (b) except as otherwise provided herein, prepare and file with
the SEC such amendments and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of the Registrable Securities; (c) furnish such number of
prospectuses and other documents incident thereto, including any amendment of or
supplement to the prospectus, as Purchaser from time to time may reasonably
request; and (d) file the documents required of the Company for normal blue sky
clearance in states specified in writing by Purchaser and otherwise use its best
efforts to maintain such blue sky clearance during the period the Company is
required to maintain the effectiveness of the Registration Statement pursuant to
(a) above, provided, however, that the Company shall not be required to qualify
to do business or consent to service of process in any jurisdiction in which it
is not now so qualified or has not so consented.
3. Purchaser hereby acknowledges that there may occasionally be times when
the Company must suspend the use of the prospectus forming a part of the
Registration Statement until such time as an amendment to such Registration
Statement has been filed by the Company and declared effective by the SEC or
until the Company has amended or supplemented such prospectus. The Purchaser
hereby covenants that it will not sell any securities pursuant to said
prospectus during the period commencing at the time at which the Company gives
the Purchaser notice of the suspension of the use of said prospectus and ending
at the time the Company gives the Purchaser notice that Purchaser may thereafter
effect sales pursuant to said prospectus. Notwithstanding anything herein to the
contrary, the Company shall not suspend use of the Registration Statement by
Purchaser unless such suspension is (a) required by any federal or state
governmental authority or (b) in the opinion of the Company's counsel, necessary
to make changes in the Registration Statement or prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the
case of the Registration Statement, it will not contain any untrue statement of
a material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in
the case of the prospectus, it will not contain any untrue statement of a
material fact or any omission to state a material fact required to be stated
therein, in light of the circumstances under which they were made, not
misleading.
4. Purchaser shall provide to the Company such information regarding its
ownership of Shares and plan of distribution as shall be required for the
preparation and filing of the Registration Statement, and the Company need not
include Purchaser's Shares in the Registration Statement if such information is
not provided within five (5) days following the Closing Date.
5. Choice of Law. It is the intention of the parties that the internal laws
of the State of New York, without regard to the body of law controlling
conflicts of law, shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties
of the parties set forth herein.
6. Assignment; Parties in Interest. This Agreement may not be pledged,
assigned or otherwise transferred by the Purchaser.
7. Amendment No amendment, modification, waiver, discharge or termination
of any provision of this Agreement nor consent to any departure by the Purchaser
or the Company therefrom shall in any event be effective unless the same shall
be in writing and signed by the party to be charged with enforcement, and then
shall be effective only in the specific instance and for the purpose for which
given. No course of dealing between the parties hereto shall operate as an
amendment of, or a waiver of any right under, this Registration Rights
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed and delivered by their proper and duly authorized
representatives as of the day and year first above written.
Manufacturers Marketing Group, Inc.
By: ________________________
Xxxxxxx X. Xxxxxxxx
President
PURCHASER:
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Name
-----------------------------
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Address
No. of Shares: ___________________
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