EXHIBIT 10.7
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is dated as of
May 10, 1996, by and among D.P.E.C., Inc., an Ohio corporation (the "Company"),
Fran Papalios and Carol Clark.
TERMS AND CONDITIONS
In consideration of the mutual covenants and agreements contained in
this Agreement, and intending to be legally bound, the parties hereto agree as
follows:
SECTION 1. DEFINITIONS. As used in this Agreement, the following terms
have the meanings indicated below or in the referenced sections of this
Agreement:
"Carol's Family": Carol Clark and her Family.
"Common Shares": The common shares, without par value, of the Company.
"Exchange Act": The Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.
"Exempt Registration": A registration by the Company of the offer of
its securities pursuant to Form S-8 (or successor form), Form S-4 (or successor
form) or any other form of registration under the Securities Act that does not
permit the registration of Registrable Securities.
"Family": With respect to Carol Clark or Fran Papalios, as the case may
be, (a) her husband on the date of this Agreement and any person who
subsequently becomes her husband, (b) her lineal descendants, parents and
siblings and (c) one or more trusts, the sole beneficiaries or owners of which
are members of her Family.
"Fran's Family": Fran Papalios and her Family.
"Investor": Fran Papalios, Carol Clark, members of Fran's Family and
Carol's Family (to the extent such Family members have agreed in writing to be
bound by the terms of this Agreement) and any other Person who from time to time
may be designated as such by the Company, in its sole discretion, and who has
agreed in writing to be bound by the terms of this Agreement.
"Person": An individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a government entity or any
department, agency, or political subdivision thereof.
"Piggyback Registration": As defined in SECTION 2(a) hereof.
"Registrable Securities": The Common Shares and other securities of the
Company convertible into or exchangeable or exercisable for Common Shares owned
by an Investor; PROVIDED, HOWEVER, that a Registrable Security ceases to be a
Registrable Security when it is sold or transferred to a Person other than an
Investor.
"Registration Expenses": All registration filing fees and other
expenses incurred by the Company in complying with federal, state and other
securities laws (including fees and expenses of counsel for the underwriters in
connection with state or other securities law qualifications and registrations),
printing expenses and delivery expenses; fees and expenses of counsel for the
Company; fees and expenses of all independent certified public accountants for
the Company (including the expenses of any audit or "comfort" letters required
by or incident to performance of the obligations contemplated by this
Agreement); fees and expenses of any special experts retained by the Company at
the request of the managing underwriters in connection with the registration;
and fees and expenses of other Persons retained by the Company in connection
with the registration.
"SEC": The United States Securities and Exchange Commission.
"Securities Act": The Securities Act of 1933, as amended, and the rules
and regulations thereunder.
"Termination Date": The later of (i) April 1, 2001 or (ii) the date of
payment in full of the promissory note of even date herewith in the principal
amount of $250,000 given by the Company to Fran Papalios and the consideration
payable to Fran Papalios for the first 30 months of the Restricted Period under
the Noncompetition Agreement of even date herewith between the Company and Fran
Papalios.
"Underwritten registration" or "underwritten offering": A registration
in which securities of the Company are sold pursuant to a firm commitment
underwriting.
SECTION 2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to register the
offer of any of its securities under the Securities Act except pursuant to an
Exempt Registration (a "Piggyback Registration"), it will so notify in writing
all holders of Registrable Securities not later than 30 days prior to the
anticipated filing date. Subject to the provisions of SECTIONS 2(c) and 2(d)
hereof, the Company will include in the Piggyback Registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion within 15 business days after the applicable holder's receipt of the
Company's notice. Such Registrable Securities may be made subject to an
underwriters' over-allotment option, if so requested by the managing
underwriter. The holders of Registrable Securities may withdraw all or any part
of the Registrable Securities from a Piggyback Registration at any time until 30
days prior to the effective date of the Piggyback Registration.
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(b) REGISTRATION AND OTHER EXPENSES. The Company shall pay all
Registration Expenses of a Piggyback Registration to the extent that it is not
prohibited from doing so by applicable state securities laws. If the Company is
prohibited by applicable state securities laws from paying any portion of the
Registration Expenses, such portion will be borne by all sellers of securities
in the registration (excluding the Company) in proportion to the number of
securities each sells in the registration. All other expenses incurred by a
seller in connection with a registration or allocable to a seller's securities
so included in a registration (including, without limitation, underwriting
discounts and commissions and fees and expenses of any legal counsel for the
seller) shall be borne by the seller.
(c) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is
an underwritten primary registration initiated by the Company and if the
managing underwriter gives the Company its written opinion that the total number
or dollar amount of securities requested to be included in the registration
exceeds the number or dollar amount of securities that can be sold, the Company
will include the securities in the registration in the following order of
priority: first, all securities the Company proposes to sell; second, up to the
full number or dollar amount of Registrable Securities and other securities
requested to be included in the registration by the holders of Registrable
Securities and by the holders of the Company's securities who hereafter obtain
registration rights from the Company in connection with the issuance of such
securities by the Company (allocated pro rata among the holders of all such
securities on the basis of the dollar amount or number of such securities owned
by such holders, with the understanding that in the case of Registrable
Securities owned by Carol's Family or Fran's Family the ownership of the entire
Family shall be considered in determining the pro rata amount and each member of
either such Family selling securities shall be entitled to a pro rata share of
the amount allocated to the Family based upon the actual amount owned by the
Family member); and third, any other securities (provided they are of the same
class as the securities sold by the Company) requested to be included, allocated
among the holders of the securities in such proportions as the Company and those
holders may agree. In the event that the managing underwriter advises the
Company that an underwriters' over-allotment option is necessary or advisable,
the preceding priority shall apply to the determination of which securities are
to be included in the primary portion of such registration and, if necessary,
the overallotment portion of such registration.
(d) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration is
an underwritten secondary registration initiated by holders of the Company's
securities who hereafter obtain demand registration rights from the Company in
connection with the issuance of such securities by the Company and if the
managing underwriter gives the Company its written opinion that the dollar
amount or number of securities requested to be included in the registration
exceeds the dollar amount or number of securities that can be sold, the Company
will include the securities in the registration in the following order of
priority: first, to the extent of the number or dollar amount of securities that
in the underwriter's opinion can be sold, the securities requested to be
included in the registration by the holders of securities who possess such
demand registration rights, allocated among the holders of those securities in
such proportions as the Company and those holders may agree; second, up to the
full number of or dollar amount of securities the Company proposes to sell;
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and third, to the extent of the balance, the Registrable Securities and other
securities requested to be included in the registration by the holders of
Registrable Securities and by the holders of the Company's securities who
hereafter obtain registration rights from the Company in connection with the
issuance of such securities by the Company (allocated pro rata among the holders
of all such securities on the basis of the dollar amount or number of such
securities owned by such holders, with the understanding that in the case of
Registrable Securities owned by Carol's Family or Fran's Family the ownership of
the entire Family shall be considered in determining the pro rata amount and
each member of either such Family selling securities shall be entitled to a pro
rata share of the amount allocated to the Family based upon the actual amount
owned by the Family member). If, after including all such securities, the
underwriters determine that there are additional securities that can be sold,
then such additional securities may be added to the registration. In the event
that the managing underwriter advises the Company that an underwriters'
over-allotment option is necessary or advisable, the preceding priority shall
apply to the determination of which securities are to be included in the primary
portion of such registration and, if necessary, the overallotment portion of
such registration.
(e) SELECTION OF UNDERWRITERS. If any Piggyback Registration is an
underwritten primary registration initiated by the Company, the Company will
select the investment banker(s) and manager(s) that will administer the
offering, and will enter into customary underwriting arrangements with the
investment banker(s) and managing underwriter(s). No Person may participate in
any underwritten registration without (a) agreeing to sell securities on the
basis provided in the underwriting arrangements approved by the Company , and
(b) completing and executing all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required by the
underwriting arrangements.
(f) OTHER REGISTRATION RIGHTS. The Company shall not offer or grant to
any Investor any demand, piggyback or other registration rights with respect to
Registrable Securities in addition to those provided for herein except as and to
the extent such registration rights are also offered or granted to all other
Investors.
SECTION 3. HOLDBACK AGREEMENTS.
(a) RESTRICTIONS ON PUBLIC SALE BY HOLDERS OF REGISTRABLE SECURITIES.
Each holder of Registrable Securities whose securities are included in a
registration statement agrees not to make any public sale or distribution of
equity securities of the Company (except as part of the underwritten
registration or pursuant to registration on Form S-8 or any successor form),
including a sale pursuant to Rule 144, during the seven days prior to and the
180 days after the effective date of any underwritten Piggyback Registration
unless the managing underwriter agrees otherwise.
(b) RESTRICTIONS ON PUBLIC SALE BY THE COMPANY AND OTHERS. The Company
agrees not to make any public sale or distribution of its equity securities, or
any securities convertible into or exchangeable or exercisable for its equity
securities, including a sale under Regulation D under the Securities Act or
under any other exemption of the Securities Act (except as part of the
underwritten registration or pursuant to an Exempt Registration), during the
seven days prior to and
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the 180 days after the effective date of any underwritten Piggyback Registration
unless the managing underwriters agree otherwise. The Company also agrees to use
reasonable efforts to cause each holder of at least 5% (on a fully-diluted
basis) of its equity securities (other than Registrable Securities) or any
securities convertible into or exchangeable or exercisable for its equity
securities (other than Registrable Securities), purchased from the Company at
any time on or after the date of this Agreement (other than in a registered
public offering), and shall cause each holder of its equity securities (other
than Registrable Securities) or any securities convertible into or exchangeable
or exercisable for its equity securities (other than Registrable Securities) who
is selling shares pursuant to the registration, to agree not to make any public
sale or distribution of those securities, including a sale pursuant to Rule 144
(except as part of the underwritten registration, if permitted), during the
seven days prior to and the 180 days after the effective date of the
registration unless the managing underwriter agrees otherwise.
SECTION 4. REGISTRATION PROCEDURES.
(a) Whenever the holders of Registrable Securities request the
registration of any Registrable Securities pursuant to SECTION 2(a) hereof, the
Company shall use its best efforts to register and to permit the sale of the
Registrable Securities in accordance with the intended method of disposition. To
carry out this obligation, the Company shall as expeditiously as possible:
(1) prepare and file with the SEC a registration
statement on the appropriate form and use its best efforts to
cause the registration statement to become effective. At least
three days before filing a registration statement or
prospectus or any amendments or supplements thereto, the
Company will furnish to the counsel of the holders of a
majority of the Registrable Securities being registered copies
of all documents proposed to be filed for that counsel's
review and approval, which approval shall not be unreasonably
withheld or delayed;
(2) notify immediately each seller of Registrable
Securities of any stop order threatened or issued by the SEC
and take all actions reasonably required to prevent the entry
of a stop order or if entered to have it rescinded or
otherwise removed;
(3) prepare and file with the SEC such amendments and
supplements to the registration statement and the
corresponding prospectus necessary to keep the registration
statement effective for 90 days or such shorter period as may
be required to sell all Registrable Securities covered by the
registration statement; and comply with the provisions of the
Securities Act with respect to the disposition of all
securities covered by the registration statement during each
period in accordance with the sellers' intended methods of
disposition as set forth in the registration statement;
(4) furnish to each seller of Registrable Securities
a sufficient number of copies of the registration statement,
each amendment and supplement thereto (in
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each case including all exhibits), the corresponding
prospectus (including each preliminary prospectus), and such
other documents as a seller may reasonably request to
facilitate the disposition of the seller's Registrable
Securities;
(5) use its best efforts to register or qualify the
Registrable Securities under such securities or blue sky laws
or jurisdictions in the United States of America as any seller
requests and will do any and all other reasonable acts and
things that may be necessary or advisable to enable the seller
to consummate the disposition of the seller's Registrable
Securities in such jurisdictions; PROVIDED, HOWEVER, that the
Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any jurisdiction
in which it is not then qualified to file any general consent
to service of process;
(6) notify each seller of Registrable Securities, at
any time when a prospectus is required to be delivered under
the Securities Act, of any event as a result of which the
prospectus or any document incorporated therein by reference
contains an untrue statement of a material fact or omits to
state any material fact necessary to make the statements
therein not misleading, and will prepare a supplement or
amendment to the prospectus or any such document incorporated
therein by reference so that thereafter the prospectus will
not contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements
therein not misleading;
(7) cause all registered Registrable Securities to be
listed on each securities exchange or securities association,
if any, on which similar securities issued by the Company are
then listed;
(8) provide an institutional transfer agent and
registrar and a CUSIP number for all Registrable Securities on
or before the effective date of the registration statement;
(9) enter into such customary agreements (including
an underwriting agreement in customary form) and take all
other actions in connection with those agreements as the
underwriters, if any, reasonably request to expedite or
facilitate the disposition of the Registrable Securities;
(10) make available for inspection by any seller of
Registrable Securities, any underwriter participating in any
disposition pursuant to the registration statement, and any
attorney, accountant, or other agent of any seller 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 seller, underwriter,
attorney, accountant, or agent in connection with the
registration statement; provided that an appropriate
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confidentiality agreement is executed by any such seller,
underwriter, attorney, accountant or other agent;
(11) in connection with any underwritten offering,
obtain a "comfort" letter from the Company's independent
public accountants in customary form and covering those
matters customarily covered by "comfort" letters as the
managing underwriter reasonably requests (and the letter shall
be addressed to holders of the Registrable Securities, the
Company and the underwriters);
(12) obtain an opinion of the counsel representing
the Company for the purposes of the registration, in the form
and substance customarily given to underwriters in an
underwritten public offering, addressed to the underwriters,
if any, and to the holders of Registrable Securities being
registered; and
(13) use its best efforts to comply with all
applicable rules and regulations of the SEC, and make
available to its security holders, as soon as reasonably
practicable, an earnings statement complying with the
provisions of Section 11(a) of the Securities Act and covering
the period of at least 12 months, but not more than 18 months,
beginning with the first month after the effective date of the
registration statement.
(b) From time to time, the Company may require each seller of
Registrable Securities subject to the registration to furnish to the Company
information regarding the distribution of the Registrable Securities subject to
the registration.
(c) Each holder of Registrable Securities agrees that, upon receipt of
any notice from the Company of any event of the kind described in SECTION
4(a)(6) hereof, the holder will discontinue disposition of Registrable
Securities until the holder receives copies of the supplemented or amended
prospectus contemplated by SECTION 4(a)(6) HEREOF. In addition, if the Company
requests, the holder will deliver to the Company all copies, other than
permanent file copies then in the holder's possession, of the prospectus
covering the Registrable Securities current at the time of receipt of the
notice.
(d) Whenever the holders of Registrable Securities have requested that
any Registrable Securities be registered pursuant to SECTION 2(a) hereof, those
holders shall notify the Company, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event, which (i) is uniquely within any such holder's respective knowledge and
(ii) concerns matters relating to that holder of the Registrable Securities, as
a result of which the prospectus included in the registration statement contains
an untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading.
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SECTION 5. INDEMNIFICATION.
(a) INDEMNIFICATION BY COMPANY. In the event of any registration of
Registrable Securities under the Securities Act pursuant to this Agreement, to
the full extent permitted by law, the Company agrees to indemnify each holder of
Registrable Securities (including any trustee)against all losses, claims,
damages, liabilities and reasonable expenses (including reasonable attorneys'
fees and expenses) caused by any untrue or allegedly untrue statement of
material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act, any prospectus
or preliminary prospectus contained therein or any omission or alleged omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, except to the extent the untrue statement or
omission resulted from information that the holder furnished in writing to the
Company expressly for use therein or the holder's failure to provide the notice
required under SECTION 4(d) hereof or by the holder's failure to deliver a copy
of the registration statement or prospectus or any amendments or supplements
thereto to any purchaser after the Company has furnished the holder with a
sufficient number of copies of the relevant documents. In connection with a firm
or best efforts underwritten offering, to the extent customarily required by the
managing underwriter, the Company will indemnify the underwriters, their
officers and directors and each Person who controls the underwriters (within the
meaning of the Securities Act and the Exchange Act), to the extent customary in
such agreements.
(b) INDEMNIFICATION BY HOLDERS OF SECURITIES. In connection with any
registration statement, each participating holder of Registrable Securities will
furnish to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any registration statement or
prospectus and each holder agrees to indemnify, 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 and the Exchange Act), against
any losses, claims, damages, liabilities, and reasonable expenses (including
reasonable attorneys' fees and expenses) resulting from any untrue or allegedly
untrue statement of a material fact or any omission or alleged omission of a
material fact required to be stated in the registration statement or prospectus
or any amendment thereof or supplement thereto necessary to make the statements
therein not misleading, but only to the extent that the untrue statement or
omission is contained in or omitted from any information or affidavit the holder
furnished in writing, or resulting from the holder's failure to provide the
notice required under SECTION 4(d) hereof or to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto to
any purchaser after the Company has furnished the holder with a sufficient
number of copies of the relevant documents.
(c) INDEMNIFICATION PROCEEDINGS. Any Person entitled to indemnification
under this Agreement will (i) give prompt notice to the indemnifying party of
any claim with respect to which it seeks indemnification and (ii) unless in the
indemnified party's reasonable judgment a conflict of interest may exist between
the indemnified and indemnifying parties with respect to the claim, permit the
indemnifying party to assume the defense of the claim with counsel reasonably
satisfactory to the indemnified party. If the indemnifying party does not assume
the defense, the
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indemnifying party will not be liable for any settlement made without its
consent (but that consent may not be unreasonably withheld). No indemnifying
party will consent to entry of any judgment or will enter into any settlement
that does not include as an unconditional term the claimant's or plaintiff's
release of the indemnified party from all liability concerning the claim or
litigation. An indemnifying party who is not entitled to or elects not to assume
the defense of a claim will not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by the indemnifying party with
respect to the claim.
(d) CONTRIBUTION. If the indemnification provided for in SECTION 5(a)
or 5(b) hereof is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then each
indemnifying party thereunder shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the Company and the participating holders of Registrable Securities in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Company and the
participating holders of Registrable Securities shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the participating holders
of Registrable Securities and the parties' relative intent and knowledge.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this SECTION 5(d) hereof were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding anything herein to the contrary, no participating holder of
Registrable Securities shall be required to contribute any amount in excess of
the amount by which the net proceeds of the offering (before deducting expenses,
if any) received by such participating holder exceeds the amount of any damages
that such participating holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. 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.
SECTION 6. RULE 144. If the Company files a registration statement
pursuant to the requirements of the Securities Act or Section 12 of the Exchange
Act which has been declared effective, the Company covenants that it will file
the reports required to be filed by it under the Securities Act and the Exchange
Act, and it will take such further action as any holder of Registrable
Securities reasonably may request, all to the extent required from time to time,
to enable the holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemption provided by Rule 144
under the Securities Act or any successor rule. Upon the request of any holder
of Registrable Securities, the Company will deliver to the holder a written
statement as to whether it has complied with the requirements of Rule 144 or any
successor rule.
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SECTION 7. MISCELLANEOUS.
(a) AMENDMENT. This Agreement may be amended or modified only by a
written agreement executed by the Company, by the holders of at least a majority
of the Registrable Securities then held by members of Carol's Family and by the
holders of at least a majority of the Registrable Securities then held by
members of Fran's Family.
(b) BENEFIT OF PARTIES; ASSIGNMENT. All of the terms and provisions of
this Agreement shall be binding on and inure to the benefit of the parties and
their respective successors and assigns, including without limitation all
subsequent holders of securities who become entitled to the benefits of this
Agreement and who agree in writing to become bound by the terms of this
Agreement; PROVIDED, HOWEVER, this Agreement may not be assigned or transferred
(by operation of law or otherwise) to any Person and no successor or assign will
be entitled to the benefits hereof other than an Investor.
(c) CAPTIONS. The captions of the sections and subsections of this
Agreement are solely for convenient reference and shall not be deemed to affect
the meaning or interpretation of any provision of this Agreement.
(d) COOPERATION. The parties agree that after execution of this
Agreement they will from time to time, upon the request of any other party and
without further consideration, execute, acknowledge and deliver in proper form
any further instruments and take such other action as any other party may
reasonably require to carry out effectively the intent of this Agreement.
(e) COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.
(f) ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties with respect to the subject matter of this Agreement. There are
no promises, covenants or undertakings other than those expressly set forth or
provided for in this Agreement.
(g) GOVERNING LAW AND CHOICE OF FORUM. The internal laws of the State
of Ohio shall govern the interpretation, construction, and enforcement of this
Agreement and all transactions and agreements contemplated hereby,
notwithstanding any state's choice of law rules to the contrary. Any litigation
related to this Agreement may be maintained only in the federal district court
for the Southern District of Ohio, Columbus Division (or any successor
jurisdiction) or in an Ohio state court in Franklin County, and each party
hereby irrevocably consents and submits to the jurisdiction of that federal or
state court and irrevocably waives any objection the party may have based upon
improper venue, FORUM NON CONVENIENS or other similar doctrines or rules.
(h) NOTICES. All notices, requests, demands, or other communications
that are required or may be given pursuant to the terms of this Agreement shall
be in writing and delivery shall be deemed sufficient in all respects and to
have been duly given on the date of service if delivered
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personally to the party to whom notice is to be given, or on the third day after
mailing if mailed by first class mail - return receipt requested, postage
prepaid, and properly addressed to the addresses set forth in the shareholder
records of the Company or to such other address(es) as the respective parties
hereto shall from time to time designate to the other(s) in writing.
(i) SPECIFIC PERFORMANCE. Each of the parties agrees that damages for a
breach of or default under this Agreement would be inadequate and that in
addition to all other remedies available at law or in equity the parties and
their successors and assigns shall be entitled to specific performance or
injunctive relief, or both, in the event of a breach or a threatened breach of
this Agreement.
(j) VALIDITY OF PROVISIONS. Should any part of this Agreement for any
reason be declared by any court of competent jurisdiction to be invalid, that
decision shall not affect the validity of the remaining portion, which shall
continue in full force and effect as if this Agreement had been executed with
the invalid portion eliminated, it being the intent of the parties that they
would have executed the remaining portion of this Agreement without including
any part or portion that may for any reason be declared invalid.
(k) TERMINATION. This Agreement shall terminate on the Termination
Date.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the date first written above.
D.P.E.C., INC.
By /S/ CAROL CLARK, PRES.
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Carol Clark, its President
/S/ FRAN PAPALIOS
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Fran Papalios
/S/ CAROL CLARK
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Carol Clark
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SUPPLEMENT TO REGISTRATION RIGHTS AGREEMENT
This Supplement to Registration Rights Agreement (this
"Supplement") is dated as of July 31, 1996, by and between DPEC, Inc., an Ohio
corporation (the "Company"), and Gary Qualmann ("Qualmann").
WHEREAS, the Company, Carol Clark and Fran Papalios are
parties to a Registration Rights Agreement dated May 10, 1996 (the "Agreement");
WHEREAS, under the Agreement, the Company has the right, in
its sole discretion, to designate as an "Investor" a Person who has agreed to be
bound by the terms of the Agreement;
WHEREAS, the Company desires to designate Qualmann as an
Investor (as such term is defined in the Agreement), and Qualmann desires to be
designated as an Investor;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Company hereby designates Qualmann as an Investor under
the Agreement.
2. Qualmann, as an Investor, agrees to be bound by the terms
of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be signed as of the date first above written.
DPEC, Inc.
By: /S/ CAROL CLARK, PRES.
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Carol Clark, President
/S/ GARY W. QUALMANN
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Gary Qualmann
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