REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is dated as of __________, 1997 by
and among RCM Technologies, Inc., a Nevada corporation (the "Company"), and the
Shareholders of Camelot Contractors Limited, a New Hampshire corporation, as
listed on Schedule "A" attached hereto and made a part hereof (the "Holders").
W I T N E S S E T H:
WHEREAS, the Company and Holders are parties to a Stock Purchase
Agreement dated as of September 25, 1997 (the "Stock Purchase Agreement")
pursuant to which the Company acquired 100% of the outstanding stock of Camelot
Contractors Limited (the "Acquisition");
WHEREAS, pursuant to the Acquisition, the Holders are to receive
certain shares of the Company's $.05 par value common stock (the "Common
Stock");
WHEREAS, the parties hereto desire to set forth their agreement
concerning the registration under the Securities Act of 1933, as amended, of the
Common Stock issued to the Holders in connection with the Acquisition.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1. Definitions.
(a) "Acquisition" shall mean the Acquisition by the Company of
100% of the outstanding stock of Camelot Contractors Limited pursuant to the
terms of the Stock Purchase Agreement entered into on September 25, 1997.
(b) "Closing" shall mean that date upon which a closing of the
Acquisition occurs.
(c) "Company" shall mean RCM Technologies, Inc.
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(d) "Exchange Act" shall mean the Securities Exchange Act of
1934.
(e) "Holders shall mean the former shareholders of Camelot
Contractors Limited (identified on the signature page hereof) who have received
shares of the Company's Common Stock pursuant to the Acquisition.
(f) "Restricted Stock" shall mean the Common Stock of the
Company that has been issued to the Holders pursuant to the Acquisition and any
additional shares of Common Stock or other equity securities of the Company
issued or issuable after the date hereof in respect of any such securities (or
other equity securities issued in respect thereof) by way of a stock dividend or
stock split, in connection with a combination, exchange, reorganization,
recapitalization or reclassification of Company securities, or pursuant to a
merger, division, consolidation or other similar business transaction or
combination involving the Company; provided that: as to any particular
Restricted Stock, such securities shall cease to constitute Restricted Stock (i)
when a registration statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall have
been disposed of thereunder, or (ii) when and to the extent such securities are
permitted to be distributed pursuant to Rule 144 (or any successor provision to
such Rule) under the Securities Act or are otherwise freely transferable to the
public without further registration under the Securities Act, or (iii) when such
securities shall have ceased to be outstanding and, in the case of clause (ii),
the Company shall, if requested by the Holder or Holders thereof, have delivered
to such Holder or Holders the written opinion of independent counsel to the
Company to such effect.
(g) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar or successor federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
any relevant time.
(h) "SEC" shall mean the United States Securities and Exchange
Commission.
(i) "Trading Day" shall mean any day on which the New York
Stock Exchange is open for trading.
Capitalized terms used in this Registration Rights Agreement
and not otherwise defined herein shall have the same meaning ascribed thereto in
the Merger Agreement.
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2. Shelf Registration.
(a) RCM shall prepare and file, not later than January 31,
1998, a Registration Statement with the SEC and use its best efforts to as
promptly as possible have such Registration Statement declared effective for the
purpose of facilitating the public resale of the Restricted Stock. The Company
shall not be obligated to obtain a commitment from an underwriter relative to
the sale of such Restricted Stock, whether in a public offering or private
placement transaction; nor shall the Company be restricted in any manner from
including the distribution, issuance or resale of any other securities within
such Registration Statement.
(b) RCM agrees to indemnify and hold harmless the Holders in a
registration, each underwriter (as defined in the Securities Act) if any,
managing the offering of the securities thereunder, each person who controls the
Holders or underwriter within the meaning of Section 15 of the Securities Act
and/or Section 20 of the Exchange Act and each of the officers, directors,
employees and agents of the foregoing in their respective capacities as such, to
the fullest extent permitted by law, from and against any and all actions,
suits, claims, proceedings, costs, losses, damages, judgments, amounts paid in
settlement and expenses (including without limitation reasonable attorneys' fees
and disbursements) to which any of them may become subject under the Securities
Act or otherwise insofar as the same arise out of or are based on (i) any untrue
or alleged untrue statement of any material fact contained in such Registration
Statement on the effective date thereof, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements thereof,
(ii) 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 (iii) any violation by RCM of any federal or state law, rule or regulation
applicable to RCM and relating to action required of or inaction by RCM in
connection with any such registration.
3. Registration Procedures. The Company shall:
(a) prepare and file with the Commission a Registration
Statement with respect to the Restricted Stock and use its best efforts to cause
such Registration Statement to become effective as promptly as possible and to
remain effective until all the Restricted Stock has been sold pursuant thereto;
(b) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for
the period specified in Subparagraph (a) above, and to comply with the
provisions of the Securities Act with respect to the disposition of all
Restricted Stock covered by such Registration Statement in accordance with the
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Holders' intended method of disposition set forth in such
Registration Statement for such period;
(c) furnish to each Holder and to each underwriter, if any,
such number of copies of the Registration Statement and the prospectus included
therein (including each preliminary prospectus), as such persons may reasonably
request in order to facilitate the public sale or other disposition of the
Restricted Stock covered by such Registration Statement;
(d) use its best efforts to register or qualify the Restricted
Stock covered by such Registration Statement under the securities or blue sky
laws of such jurisdiction as the Holder shall reasonably request; provided,
however, that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction;
(e) immediately notify each Holder under such Registration
Statement and each underwriter, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus contained in such Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required or necessary to be stated therein in
order to make the statements contained therein not misleading in light of the
circumstances under which they were made;
(f) make available for inspection by each Holder, any
underwriter participating in any disposition pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by any such
Holder or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors and employees to supply all information reasonably requested by any
such Holder, underwriter, attorney, accountant or agent in connection with such
Registration Statement;
(g) For purposes of Subparagraphs 3(a) and 3(b) above, the
period of distribution of Restricted Stock shall be deemed to extend until (A)
in an underwritten public offering of all of the Restricted Stock, each
underwriter has completed the distribution of all securities purchased by it;
and (B) in any other registration all shares of Restricted Stock covered thereby
shall have been sold;
(h) if the Common Stock of the Company is listed on any
securities exchange or automated quotation system, the Company shall use its
best efforts to list (with the listing application being made at the time of the
filing of such Registration Statement or as soon thereafter as is reasonably
practicable) the Restricted
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Stock covered by such Registration Statement on such exchange or
automated quotation system;
(i) enter into normal and customary underwriting arrangements
or an underwriting agreement and take all other reasonable and customary actions
if the Holders sell their shares of Restricted Stock pursuant to an underwriting
(however, in no event shall the Company, in connection with such underwriting,
be required to undertake any special audit of a fiscal period in which an audit
is normally not required);
(j) notify the Holders if there are any amendments to the
Registration Statement, any requests by the SEC to supplement or amend the
Registration Statement, or of any threat by the SEC or state securities
commission to undertake a stop order with respect to sales under the
Registration Statement; and
(k) cooperate in the timely removal of any restrictive legends
from the shares of Restricted Stock in connection with the resale of such shares
covered by an effective Registration Statement.
4. Expenses.
(a) For the purposes of this paragraph 5, the term
"Registration Expenses" shall mean: all expenses incurred by the Company in
complying with paragraph 2 of this Agreement, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, "blue sky" fees,
fees of the National Association of Securities Dealers, Inc. ("NASD"), fees and
expenses of listing shares of Restricted Stock on any securities exchange or
automated quotation system on which the Company's shares are listed and fees of
transfer agents and registrars. The term "Selling Expenses" shall mean: all
underwriting discounts and selling commissions applicable to the sale of
Restricted Stock and all accountable or non-accountable expenses paid to any
underwriter in respect of the sale of Restricted Stock.
(b) Except as otherwise provided herein, the Company will pay
all Registration Expenses in connection with the Registration Statement filed
pursuant to paragraph 2 of this Agreement. All Selling Expenses in connection
with any Registration Statement filed pursuant to paragraph 2 of this Agreement
shall be borne by the participating Holders in proportion to the number of
shares sold by each, or by such persons other than the Company (except to the
extent the Company may be a seller) as they may agree.
5. Obligations of Holder.
(a) In connection with each registration hereunder, each
selling Holder will furnish to the Company in writing such
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information with respect to such seller and the securities held by such seller,
and the proposed distribution by them as shall be reasonably requested by the
Company in order to assure compliance with federal and applicable state
securities laws, as a condition precedent to including such seller's Restricted
Stock in the Registration Statement. Each selling Holder also shall agree to
promptly notify the Company of any changes in such information included in the
Registration Statement or prospectus as a result of which there is an untrue
statement of material fact or an omission to state any material fact required or
necessary to be stated therein in order to make the statements contained therein
not misleading in light of the circumstances in which they were made.
(b) In connection with each registration pursuant to paragraph
2 of this Agreement, the Holders included therein will not effect sales thereof
until notified by the Company of the effectiveness of the Registration
Statement, and thereafter will suspend such sales after receipt of telegraphic
or written notice from the Company to suspend sales to permit the Company to
correct or update a Registration Statement or prospectus.
6. Obligation of Company.
Notwithstanding anything to the contrary contained herein, the
Company's obligation in paragraph 2 above shall extend only to the inclusion of
the Restricted Stock in a registration statement filed under the Securities Act.
The Company shall have no obligation to assure the terms and conditions of
distribution, to obtain a commitment from an underwriter relative to the sale of
the Restricted Stock or to otherwise assume any responsibility for the manner,
price or terms of the distribution of the Restricted Stock.
7. Information Blackout.
(a) At any time when a registration statement effected
pursuant to paragraph 2 relating to Restricted Stock is effective, upon written
notice from the Company to the Holders that the Company has determined in good
faith that sale of Restricted Stock pursuant to the registration statement would
require disclosure of non-public material information, all Holders shall suspend
sales of Restricted Stock pursuant to such Registration Statement until the
earlier of:
(i) thirty (30) days after the Company makes such
good faith determination, and
(ii) such time as the Company notifies the Holders
that such material information has been disclosed to the public or has ceased to
be material or that sales pursuant to such registration statement may otherwise
be resumed.
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8. Indemnification.
(a) The Company agrees to indemnify, to the extent permitted
by law, each Holder of Restricted Stock, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses caused by any
untrue statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same are caused by or contained in any information furnished to the Company by
such Holder for use therein or by such Holder's failure to deliver a copy of the
registration statement or prospectus or an amendments or supplements thereto
after the Company has furnished such Holder with a sufficient number of copies
of the same. In connection with an underwritten offering, the Company shall
provide reasonable and customary indemnification to such underwriters, their
officers and directors and each person who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the Holders of Restricted Stock.
(b) In connection with any registration statement in which a
Holder of Restricted Stock is participating, each such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify 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 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 contained in any information or affidavit so
furnished by such Holder; provided that the obligation to indemnify shall be
individual, not joint and several, for each Holder and shall be limited to the
net amount of proceeds received by such Holder from the sale of Restricted Stock
pursuant to such registration statement.
(c) Any person entitled to indemnification hereunder shall (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any person's right to indemnification hereunder to the
extent such failure has not prejudiced the indemnifying party) and (ii) unless
in such indemnified party's reasonable judgment a conflict of
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interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. If
such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent shall not be unreasonably withheld). An indemnifying party who
is not entitled to, or elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel 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 claim.
(d) 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 or any officer, director on controlling
person of such indemnified party and shall survive the transfer of securities.
The Company also agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.
9. Miscellaneous Provisions.
(a) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey.
(b) Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
(c) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given without the written consent of the Company and the Holders.
(d) Notices. All communications under this Agreement shall be
sufficiently given if delivered by hand or by overnight courier or mailed by
registered or certified mail, postage prepaid, addressed,
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(i) if to the Company, to:
Mr. Leon Kopyt
Chief Executive Officer
RCM Technologies, Inc.
2500 McClellan Avenue, Suite 350
Pennsauken, New Jersey 08109-4613
Telephone No.: (609) 486-1777
Telecopy No. : (609) 488-8833
With a copy to:
Norman S. Berson, Esquire
Fineman & Bach, P.C.
1608 Walnut Street
19th Floor
Philadelphia, PA 19103
Telephone No.: (215) 893-8710
Telecopy No. : (215) 893-8719
(ii) If to the Holders, to
Angela Trotman
18 Parrish Hill Drive
Nashua, NH 03063
Amarly Corporation
172 Amherst Road, Suite 21
Bedford, NH 03110
Michael D. O'Keefe
12 Cambridge Road
Bedford NH 03110
Richard E. Serodio
5 Camelot Drive
Bedford, NH 03110
or, at such other address as any of the parties shall have furnished in writing
to the other parties hereto.
(e) Successors and Assigns; Holders as Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and assigns, and the agreements of the Company
herein shall inure to the benefit of all Holders and their respective successors
and assigns.
(f) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning thereof.
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(g) Restrictions on Transfer. Notwithstanding anything to the
contrary contained in this Agreement, none of the rights granted to the Holder
shall be assignable or transferable by such Holder without the written consent
of the Company, nor shall any of such rights inure to the benefit of any
transferee, assignee or subsequent holder of record of the Restricted Stock.
(h) Entire Agreement; Survival; Termination. This Agreement is
intended by the parties as a final expression of their agreement and intended to
be a complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
RCM TECHNOLOGIES, INC.
By:
Name:
Title:
ANGELA TROTMAN
AMARLY CORPORATION
By:
Name:
Title:
MICHAEL D. O'KEEFE
RICHARD E. SERODIO
RICHARD E. STEVENS
[NSB\CAMELOT REGISTRATION RIGHTS AGREEMENT]
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SCHEDULE A
List of Shareholders of Camelot Contractors Limited
Angela Trotman
Amarly Corporation
Michael D. O'Keefe
Richard E. Serodio
a/k/a Richard E. Stevens
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