REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (this “Agreement”)
is
made as of January 18, 2008 (the "Effective
Date"),
by
and between MMA Media Inc., a Delaware corporation (the “Company”),
and
the investors identified on the signature pages hereto (each, a "Stockholder"
and
collectively, the "Stockholders").
The
Company and the Stockholders are sometimes referred to herein individually
as a
“Party”
and
collectively as the “Parties.”
The
Parties agree as follows:
1. Definitions.
For
purposes of this Agreement, the following terms have the indicated
meanings:
1.1 “Common
Stock”
means
the Company’s Common Stock, $0.001 par value per share.
1.2 “Demand
Registration”
has
the
meaning set forth in Section 2.1 hereof.
1.3 “Register,”
“Registered,”
and
“Registration”
refer
to a registration effected by preparing and filing a registration statement
or
similar document in compliance with the Securities Act of 1933, as amended,
or
successor statute (the “Securities
Act”),
and
the declaration or ordering of effectiveness of such registration statement
or
document.
1.4 “Registrable
Securities”
means
(i) the shares of Common Stock of the Company listed on Schedule
A
attached
hereto and incorporated herein by this reference and (ii) any Common Stock
issued or issuable to the Stockholders with respect to the Common Stock referred
to in clause (i) by way of a dividend, split, or in connection with a
combination of securities, recapitalization, merger, consolidation or other
reorganization; provided however, that with respect to any Registrable
Securities, such securities shall cease to be Registrable Securities when (x)
they
have
been sold pursuant to an effective
registration statement registering such securities under the Securities
Act,
(y)
they have been
sold in
compliance with paragraph (d) of Rule 145 or (z) they
are
eligible to be sold without volume limitations pursuant to Rule 144 promulgated
under the Securities Act (“Rule
144”).
2. Registration
Rights.
2.1 Demand
Registration.
At any
time after the Effective Date, the holders of a majority of the Registrable
Securities may request Registration (a "Demand
Registration")
of the
Registrable Securities
under
the Securities Act. Upon the Company’s
receipt of a Demand Registration, the Company shall give all other Stockholders
written notice thereof as soon as practicable, but in no event less than 10
days
prior to the filing of such registration
statement,
and
shall provide such Stockholders an opportunity to include in such registration
statement all Registrable Securities requested by the Stockholders in writing
to
be included therein, subject to the limitations set forth in this Section 2.1.
If
any
other Stockholder chooses to include in any such registration statement all
or
any part of the Registrable Securities it holds, such Stockholder shall, within
10 days after the above-described notice from the Company, so
notify
the Company in writing. The
Company shall file a registration statement covering the Registrable Securities
requested to be Registered pursuant to this Section 2.1 for
an
offering to be made on a continuous basis pursuant to Rule 415 promulgated
under
the Securities Act on Form S-3 (or on such other form appropriate for such
purpose) within
30
days of the Company's receipt of a Demand Registration. The Company shall use
its best efforts to cause such registration
statement to be declared effective by the Securities and Exchange Commission
(“SEC”)
within
120 days following the Company's receipt of the Demand Registration, subject
to
any limitations imposed upon such Registration by Rule 415 and the SEC's
guidelines and limitations promulgated thereunder. Notwithstanding the
foregoing, the
Company may postpone for up to six months the filing or the effectiveness (which
may include the withdrawal of an effective registration statement) of a
registration statement pursuant to this Section 2.1 if the Company's board
of
directors reasonably determines in its good faith judgment based upon the
written opinion of the Company’s underwriter(s) that, because of the existence
of any proposal or plan by the Company or any of its subsidiaries to engage
in
any acquisition or financing activity (other than in the ordinary course of
business) or the unavailability for reasons beyond the Company's control of
any
required financial statements, or any other event or condition of similar
significance to the Company, it would be materially disadvantageous to the
Company
and
its
stockholders for
such
a registration statement to be maintained effective, or to be filed and become
effective.
The
Company may include in a Demand Registration any securities that are not
Registrable Securities.
Only
one
Registration may be demanded pursuant to this section. A
Registration will not count as a Demand Registration until it has become
effective and includes 100% of the Registrable Securities requested by the
Stockholders to be included in the registration statement.
-1-
2.2 Piggyback
Registration.
In
the
event the Company proposes to Register any of its securities under the
Securities Act after
the
Effective Date by
filing
any form
of
registration statement (other
than Form S-4 or Form S-8
or the
successor form of either of them)
that
would legally permit the inclusion of Registrable Securities, the Company shall
give the Stockholders written notice thereof as soon as practicable but in
no
event less than 30 days prior to the filing of such registration
statement,
and
shall provide the Stockholders an opportunity to include in such Registration
all Registrable Securities requested by the Stockholders in writing to be
included therein. If any Stockholder chooses to include in any such registration
statement all or any part of the Registrable Securities it holds, such
Stockholder shall, within 10 days after the above-described notice from the
Company, so
notify
the Company in writing. Such notice shall state the intended method of
disposition of the Registrable Securities by the Stockholder.
If any
Stockholder
decides
not to include all of its Registrable Securities in any registration statement
thereafter filed by the Company, such Stockholder
shall
nevertheless continue to have the right to include any Registrable Securities
in
any subsequent registration statement or registration statements as may be
filed
by the Company with respect to its securities, all upon the terms and conditions
set forth herein. Each
Stockholder shall have one piggyback Registration right pursuant to this Section
2.2 and a
Registration will not count as a piggyback Registration until it has become
effective and includes 100% of the Registrable Securities requested by such
Stockholder to be included in the registration statement.
2.3 Underwriting.
If the
registration statement for which the Stockholders have Registration rights
under
this Agreement is for an underwritten offering, the Company shall so advise
the
Stockholders.
The
right of the Stockholders
to
be
included in a Registration pursuant to this Agreement shall be conditioned
upon
the Stockholders'
participation
in such underwriting and the inclusion of the Registrable Securities in the
underwriting to the extent provided herein. If the Stockholders elect to
participate in such offering, the Stockholders
shall
enter into an underwriting agreement in customary form with the underwriter
or
underwriters selected for such underwriting by the Company. If any Stockholder
disapproves of the terms of any such underwriting, such Stockholder may elect
to
withdraw therefrom by written notice to the Company and the underwriter,
delivered at least 10 business days prior to the effective date
of the
registration statement.
-2-
2.4 Costs
of Registration.
The
Company shall bear the costs of each Registration in which the
Stockholders participate
pursuant to Sections 2.1 and 2.2, but excluding any underwriting discounts
or
commissions on the sale of Registrable Securities.
2.5 Reports
under Securities Exchange Act of 1934.
With a
view to making available to the Stockholders the benefits of Rule 144 and any
other rule or regulation of the SEC that may at any time permit the Stockholders
to sell securities of the Company to the public pursuant to a Registration
on
Form S-3 or without Registration, the Company agrees to:
(a) make
and
keep public information available, as those terms are understood and defined
in
Rule 144, at all times after the effective date of the first registration
statement filed by the Company for the offering of its securities to the general
public so long as the Company remains subject to the periodic reporting
requirements under Sections 13 or 15(d) of the
Securities
Exchange
Act
of 1934,
as amended, or any successor statute (the “Exchange
Act”);
(b) file
with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and
(c) furnish
to the Stockholders, so long as accurate and so long as the Stockholders own
any
Registrable Securities, forthwith upon request a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (or any successor form that
provides for short-form Registration) (at any time after it so qualifies),
and
such other information as may be reasonably requested in availing the
Stockholders of any rule or regulation of the SEC that permits the selling
of
any such securities without Registration or pursuant to such form.
3. Obligations
of the Company.
In
connection with the Registration of the Registrable Securities, the Company
shall have the following obligations:
3.1 The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a registration statement and
the
prospectus used in connection with the registration statement as may be
necessary to keep the registration statement effective at all times required
for
such registration statement under this Agreement, and, during such period,
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities of the Company covered by the registration
statement until the termination of said period.
-3-
3.2 The
Company shall furnish to the
Stockholders and
one
legal counsel selected by the Stockholders holding a majority of the Registrable
Securities, if any (i) promptly after the same is prepared and publicly
distributed, filed with the SEC, or received by the Company, one copy of the
registration statement and any amendment thereto, each prospectus, including
any
preliminary prospectus, and each amendment or supplement thereto, and, in the
case of a registration statement referred to in Section 2.1 or 2.2, each letter
written by or on behalf of the Company to the SEC or the staff of the SEC,
and
each item of correspondence from the SEC or the staff of the SEC, in each case
relating to such registration statement (other than any portion, if any, thereof
which contains information for which the Company has sought confidential
treatment), and (ii) such number of copies of a prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such
other documents as the
Stockholders may
reasonably request in order to facilitate the disposition of the Registrable
Securities covered by the registration statement that are owned (or to be owned)
by the
Stockholders.
All
correspondence to or from the SEC or its staff shall, subject to applicable
law
and legal process, be kept confidential by the
Stockholders.
3.3 The
Company shall (i) Register and qualify the Registrable Securities covered by
the
registration statement under securities laws of such jurisdictions in the United
States as the
Stockholders reasonably
request, (ii) prepare and file in those jurisdictions (including with the SEC)
such amendments (including post-effective amendments) and supplements to such
Registrations and qualifications as may be necessary to maintain the
effectiveness thereof for a period of 24 months following the effective date
of
the registration statement or such longer period of time deemed reasonable
by
the Company's board of directors (the "Registration
Period"),
(iii)
take such other actions as may be necessary to maintain such Registrations
and
qualifications in effect at all times during the Registration
Period,
(iv)
take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or as a condition
thereto to (a) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3.3, (b) subject itself
to
general taxation in any such jurisdiction, (c) file a general consent to service
of process in any such jurisdiction, (d) provide any undertakings that cause
the
Company material expense or burden, or (e) make any change in its charter or
by-laws, which in each case the board of directors of the Company determines
to
be contrary to the best interests of the Company and its
stockholders,
and (v)
cause all Registrable Securities covered by such registration statement to
be
listed or quoted on each securities exchange or market on which similar
securities issued by the Company are then listed or quoted.
3.4 In
the
event of any underwritten public offering, the Company shall enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, including, without limitation, customary indemnification and contribution
obligations, with the underwriters of such offering.
3.5 As
soon
as practicable after becoming aware of such event, the Company shall notify
the
Stockholders of
the
happening of any event, of which the Company has knowledge, as a result of
which
the prospectus included in the registration statement, as then in effect,
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, and use its best efforts as soon as practicable to prepare
a
supplement or amendment to (and, in the event of an amendment, obtain the
effectiveness thereof) the registration statement to correct such untrue
statement or omission, and deliver such number of copies of such supplement
or
amendment to the
Stockholders as
the
Stockholders may
reasonably request.
-4-
3.6 The
Company shall use its best efforts to prevent the issuance of any stop order
or
other suspension of effectiveness of a registration statement and, if such
an
order is issued, to obtain the withdrawal of such order at the earliest
practicable time and to notify the
Stockholders (and,
in
the event of an underwritten offering, the managing underwriters) of the
issuance of such order and the resolution thereof.
3.7 The
Company shall permit a single firm of counsel designated by the Stockholders
holding a majority of the Registrable Securities to review the registration
statement and all amendments and supplements thereto a reasonable period of
time
prior to their filing with the SEC.
3.8 The
Company shall make generally available to its security holders as soon as
practical an earnings statement (in form complying with the provisions of Rule
158 under the Securities Act) covering a 12-month period beginning not later
than the first day of the Company's fiscal quarter next following the effective
date (as defined in said Rule 158) of the registration statement.
3.9 In
the
event Registrable Securities are being sold through underwriters, the Company
shall furnish, on the date that such Registrable Securities are sold, (i) an
opinion, dated as of such date, of the counsel representing the Company for
the
purposes of such Registration, in form and substance as is customarily given
to
underwriters in an underwritten public offering, addressed to the underwriters,
and (ii) a letter dated as of such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering addressed to the underwriters.
3.10 In
the
event Registrable Securities are being sold through underwriters, the Company
shall make available for inspection by (i) any underwriter participating in
any
disposition pursuant to the registration statement, and (ii) one firm of
attorneys retained by all such underwriters all pertinent financial and other
records, and pertinent corporate documents and properties of the Company, as
shall be reasonably requested by any of the foregoing and cause the Company's
officers, directors and employees to supply all information which any Inspector
may reasonably request.
3.11 The
Company shall hold in confidence and not make any disclosure of information
concerning the
Stockholders provided
to the Company unless (i) disclosure of such information is necessary to comply
with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a material misstatement or omission in any
registration statement, (iii) the release of such information is ordered
pursuant to a subpoena or other order from a court or governmental body of
competent jurisdiction or is otherwise required by applicable law or legal
process, (iv) such information has been made generally available to the public
other than by disclosure in violation of this or any other agreement (to the
knowledge of the Company), or (v) the
Stockholders consent
to the form and content of any such disclosure. The Company agrees that it
shall, upon learning that disclosure of such information concerning the
Stockholders is
sought
in or by a court or governmental body of competent jurisdiction or through
other
means, give prompt notice to the
Stockholders prior
to
making such disclosure, and allow the
Stockholders,
at
their expense, to undertake appropriate action to prevent disclosure of, or
to
obtain a protective order for, such information.
-5-
3.12 The
Company shall cooperate with the
Stockholders and
the
managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legends)
representing Registrable Securities to be offered pursuant to the registration
statement and enable such certificates to be in such denominations or amounts,
as the case may be, as the managing underwriter or underwriters, if any, or
the
Stockholders may
reasonably request and Registered in such names as the managing underwriter
or
underwriters, if any, or the
Stockholders may
request.
3.13 At
the
request of the
Stockholders,
the
Company shall promptly prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a registration statement and
the
prospectus used in connection with the registration statement as may be
necessary in order to change the description of the plan of distribution set
forth in such registration statement.
3.14 The
Company shall comply with all applicable laws related to the applicable
registration statement and offering and sale of securities and all applicable
rules and regulations of governmental authorities in connection therewith
(including, without limitation, the Securities Act and the Exchange Act, and
the
rules and regulations promulgated by the SEC).
4. Obligations
of the
Stockholders.
In
connection with the Registration of the Registrable Securities, the Stockholders
shall have the following obligations:
4.1 Each
Stockholder
shall
furnish to the Company such information regarding himself
or
itself,
the
Registrable Securities held by him or it and the intended method of disposition
of the Registrable Securities held by him or it as shall be reasonably required
to effect the Registration of such Registrable Securities and shall execute
such
documents in connection with such Registration as the Company may reasonably
request. At least 10 business days prior to the first anticipated filing date
of
the registration statement, the Company shall notify the Stockholders of the
information the Company requires from the Stockholders.
4.2 The
Stockholders, by acceptance of the Registrable Securities, agree to cooperate
with the Company as reasonably requested by the Company in connection with
the
preparation and filing of the registration statements hereunder, unless the
Stockholders have notified the Company in writing of their election to exclude
all of their Registrable Securities from the applicable registration
statement.
4.3 In
the
event the Registrable Securities are included in a registration statement,
the
Stockholders understand that the Securities Act may require delivery of a
prospectus relating thereto in connection with any sale thereof pursuant to such
registration statement, and each Stockholder shall comply with the applicable
prospectus delivery requirements of the Securities Act in connection with any
such sale.
-6-
4.4 The
Stockholders agree that, upon receipt of written notice from the Company of
the
happening of any event of the kind described in Section 3.5, the Stockholders
will immediately discontinue disposition of Registrable Securities pursuant
to
the registration statement covering such Registrable Securities until the
Stockholders' receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3.5 and, if so directed by the Company, the Stockholders
shall deliver to the Company (at the expense of the Company) or destroy (and
deliver to the Company a certificate of destruction) all copies in the
Stockholders' possession (other than a limited number of permanent file copies),
of the prospectus covering such Registrable Securities current at the time
of
receipt of such notice.
4.5 The
Stockholders may not participate in any underwritten distribution pursuant
to a
registration statement under Sections 2.1 or 2.2 unless the Stockholders (i)
agree to sell their Registrable Securities on the basis provided in any
underwriting arrangements in usual and customary form entered into by the
Company, (ii) complete and execute all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements, and (iii) agree to pay its
pro rata share of all underwriting discounts and commissions and any expenses
in
excess of those payable by the Company pursuant to Section 2.4.
5. Indemnification.
In
the
event any Registrable Securities are included in a registration statement under
this Agreement:
5.1 The
Company shall
defend,
indemnify,
and
hold harmless,
to the
fullest extent permitted by law, the Stockholders against all losses, claims,
damages, liabilities and expenses caused by any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or
any
omission or alleged omission of a material fact required to be stated therein
or
a fact necessary to make the statements therein not misleading, except insofar
as the same are caused by and contained in any information furnished in writing
to the Company by the Stockholders expressly for use therein. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 5.1, as it pertains to any preliminary or final
prospectus, shall not inure to the benefit of any indemnified Party if the
untrue statement or omission of material fact contained in the preliminary
or
final prospectus was corrected on a timely basis in the prospectus, as then
amended or supplemented, if such corrected prospectus was timely made available
by the Company pursuant to Section 3.3 hereof, and the indemnified Party was
promptly advised in writing not to use the incorrect prospectus prior to the
use
giving rise to a violation and such indemnified Party, notwithstanding such
advice, used such incorrect prospectus.
5.2 In
connection with any registration statement in which the Stockholders are
participating, the Stockholders will furnish to the Company in writing
information regarding such Stockholder's ownership of Registrable Securities
and
its intended method of distribution thereof and each
Stockholder shall defend, indemnify, and hold harmless,
to the
extent permitted by law, the
Company, its directors, officers, employees and agents and each Party who
controls (within the meaning of the Securities Act) the Company or such other
indemnified Party against any losses, claims, damages, liabilities and expenses
(including with respect to any claim for indemnification hereunder asserted
by
any other indemnified Party) resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or
any
omission or alleged omission of a material fact required to be stated therein
or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is caused by and contained in such
information so furnished in writing by such
Stockholder. The indemnification provided under this Section 5.2 shall be
several and not joint.
-7-
5.3 Any
Party
entitled to indemnification hereunder shall give prompt written notice to the
indemnifying Party of any claim with respect to which its seeks indemnification;
provided, however, the failure to give such notice shall not release the
indemnifying Party from its obligation under this Section 5, except to the
extent that the indemnifying Party has been materially prejudiced by such
failure to provide such notice.
5.4 In
any
case in which any such action is brought against any indemnified Party, and
it
notifies an indemnifying Party of the commencement thereof, the indemnifying
Party will be entitled to participate therein, and, to the extent that it may
wish, jointly with any other indemnifying Party similarly notified, to assume
the defense thereof, 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
(so long as it shall continue to have the right to defend, contest, litigate
and
settle the matter in question in accordance with this paragraph) be liable
to
such indemnified Party hereunder for any legal or other expense subsequently
incurred by such indemnified Party in connection with the defense thereof other
than reasonable costs of investigation, supervision and monitoring (unless
such
indemnified Party reasonably objects to such assumption on the grounds that
there may be defenses available to it which are different from or in addition
to
the defenses available to such indemnifying Party, in which event the
indemnified Party shall be reimbursed by the indemnifying Party for the expenses
incurred in connection with retaining separate legal counsel). An indemnifying
Party shall not be liable for any settlement of an action or claim effected
without its consent. The indemnifying Party shall lose its right to defend,
contest, litigate and settle a matter if it shall fail to diligently contest
such matter (except to the extent settled in accordance with the next following
sentence). No matter shall be settled by an indemnifying Party without the
consent of the indemnified Party (which consent shall not be unreasonably
withheld).
5.5 The
indemnification provided for under this Agreement shall remain in full force
and
effect regardless of any investigation made by or on behalf of the indemnified
Party and will survive the transfer of the Registrable Securities.
6. Miscellaneous.
6.1 Enforceability/Severability.
If any
provision of this Agreement is held to be invalid, illegal or unenforceable
in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
or any other jurisdiction, but this Agreement shall be reformed, construed
and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.
-8-
6.2 Remedies.
The
Parties shall be entitled to enforce their rights under this Agreement
specifically or to recover damages by reason of any breach of any provision
of
this Agreement and to exercise all other rights existing in their favor. The
Parties agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that the Company or
the
Stockholders may in its sole discretion apply to any court of law or equity
of
competent jurisdiction for specific performance and/or injunctive relief
(without posting a bond or other security) in order to enforce or prevent any
violation of the provisions of this Agreement.
6.3 Entire
Agreement; Successors and Assigns.
Except
as otherwise expressly set forth herein, this document embodies the complete
agreement and understanding among the Parties with respect to the subject matter
hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the Parties, written or oral, which may have related
to the subject matter hereof in any way. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors and assigns of the Parties.
6.4 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware, without giving effect to conflicts of laws
principles.
6.5 Counterparts.
This
Agreement may be executed in counterparts, each of which shall be an original,
and all of which taken together constitute one and the same
instrument.
6.6 Headings.
The
section headings of this Agreement are inserted for convenience only and do
not
constitute a part of this Agreement.
6.7 Notices.
Any
notice, request or other communication required or permitted hereunder shall
be
in writing and shall be delivered personally or by facsimile (receipt confirmed
electronically) or shall be sent by a reputable express delivery service or
by
certified mail, postage prepaid with return receipt requested, addressed as
follows:
If
to
the Stockholders:
To
the
address set forth in the Company’s books and records.
If
to
the Company:
MMA
Media
Inc.
0000
Xxxxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxxxx Xxxxxxxx
Facsimile:
(000) 000-0000
-9-
Either
Party hereto may change the above specified recipient or mailing address by
notice to the other Party given in the manner herein prescribed. All notices
shall be deemed given on the day when actually delivered as provided above
(if
delivered personally or by facsimile, provided that any such facsimile is
received during regular business hours at the recipient's location) or on the
day shown on the return receipt (if delivered by mail or delivery
service).
6.8 Amendment
and Waiver.
Except
as otherwise provided herein, no amendment or waiver of any provision of this
Agreement shall be effective against the Company or the Stockholders unless
such
amendment or waiver is approved in writing by the Company and the Stockholders
holder a majority of the Registrable Securities. The failure of any Party to
enforce any provision of this Agreement shall not be construed as a waiver
of
such provision and shall not affect the right of such Party thereafter to
enforce each provision of this Agreement in accordance with its
terms.
-10-
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.
COMPANY:
MMA
MEDIA INC.
|
||
|
|
|
By: | /s/ Xxxxxxx Xxxxxxxx | |
Xxxxxxx
Xxxxxxxx
Chief
Executive Officer
|
||
BY
EXECUTING THIS AGREEMENT, THE STOCKHOLDER ACKNOWLEDGES FOR ITSELF AND ITS
ASSIGNS, THAT, DESPITE ENTERING INTO THIS AGREEMENT, THE COMPANY MAKES NO
REPRESENTATION, GUARANTY OR WARRANTY WHATSOEVER OF ITS ABILITY TO SUCCESSFULLY
EFFECT WITH THE APPLICABLE REGULATORY AUTHORITIES A REGISTRATION OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT.
STOCKHOLDERS:
XX
Xxxxxxx Holdings, LLC
By: /s/
Xxxx
Xxxxxxx
Name:
Xxxx Xxxxxxx
Title:
Manager
Wilshire
Investments
By:
/s/ Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
President
Nia
Chloe
Enterprises
By:
/s/ Sol Khazani
Name:
Sol
Khazani
Title:
Secretary
Younes
& Xxxxxx Xxxxxxxx Revocable Trust
By:
/s/ Xxxxxx Xxxxxxxx
Name:
Xxxxxx Xxxxxxxx
Title:
Trustee
-11-
Xxxxx
& Xxxxxxx Xxxxxxxx Family Trust
By:
/s/ Xxxxx Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
Trustee
/s/
Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxxxxx
Xxx
Xxxxxxxx Trust
By:
/s/ Xxx Xxxxxxxx
Name:
Xxx
Xxxxxxxx
Title:
Trustee
Kaman
Ventures
By:
/s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Manager
SGM
Capital
By:
/s/ Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Managing Member
Attleboro
Partners, LLC
By:
/s/ Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Managing Member
Xxxxxxxx
Enterprises
By:
/s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
President
FP
Ventures, LLC
By:
/s/ Xxxxxxxxx X. Xxxxx
Name:
Xxxxxxxxx X. Xxxxx
Title:
Co-CEO
/s/
Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
-12-
/s/
Xxxxxxx Dash
Xxxxxxx
Dash
/s/
Xxxxx
Xxxxx
Xxxxx
Xxxxx
Xxxx
Xxxxx
Xxxxx
Xxxxx
Xxxx
Xxxxxx
/s/
Xxxx
Xxxxx
Xxxx
Xxxxx
Loeb
Enterprises, LLC
By:
/s/
Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Chief Operating Officer
Xxxxxx
Partners
By:
/s/
Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
CEO
-13-
Schedule
A
Stockholders
|
Registrable
Securities (Shares of Common Stock)
|
|||
X.X.
Xxxxxxx Holdings, LLC
|
5,644,909
|
|||
Wilshire
Investments
|
1,973,045
|
|||
Nia
Chloe Enterprises
|
792,336
|
|||
Younes
& Sorarya Xxxxxxxx Revocable Trust
|
585,513
|
|||
Xxxxx
& Xxxxxxx Xxxxxxxx Family Trust
|
585,513
|
|||
Xxx
Xxxxxxxx Trust
|
387,429
|
|||
Xxxx
Xxxxxxxxxx
|
585,513
|
|||
Kaman
Ventures
|
2,656,717
|
|||
SGM
Capital
|
1,971,446
|
|||
Attleboro
Partners, LLC
|
673,486
|
|||
Xxxxxxxx
Enterprises, Inc.
|
81,564
|
|||
Xxxx
Xxxxxxx
|
163,128
|
|||
FP
Ventures, LLC
|
198,084
|
|||
Xxxx
Xxxxx
|
261,513
|
|||
Xxxxx
Xxxxx
|
261,513
|
|||
Xxxx
Xxxxxx
|
261,513
|
|||
Xxxxxx
Partners
|
392,270
|
|||
Xxxx
Dash
|
675,000
|
|||
Xxxxx
Xxxxx
|
125,000
|
|||
500,000
|
||||
Loeb
Enterprises, LLC
|
5,460,536
|
-14-