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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
entered into as of June 8, 2006, by and between Reliant Home Warranty
Corporation, a Florida corporation (the "Company"), and Laurus Master Fund, Ltd.
(the "Purchaser").
This Agreement is made pursuant to the Security Agreement, dated as of
the date hereof, by and among the Purchaser, the Company and various
subsidiaries of the Company (as amended, modified or supplemented from time to
time, the "Security Agreement"), and pursuant to the Warrants referred to
therein.
The Company and the Purchaser hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Security Agreement shall have the meanings
given such terms in the Security Agreement. As used in this Agreement,
the following terms shall have the following meanings:
"Commission" means the Securities and Exchange Commission.
"Common Stock" means shares of the Company's common stock, par value
$0.001 per share.
"Effectiveness Date" means, (i) with respect to the Registration
Statement required to be filed in connection with the Warrants issued
on the date hereof, a date no later than one hundred eighty (180) days
following such date and (ii) with respect to each additional
Registration Statement required to be filed hereunder (if any), a date
no later than thirty (30) days following the applicable Filing Date.
"Effectiveness Period" has the meaning set forth in Section 2(a).
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor statute.
"Filing Date" means, with respect to (1) the Registration Statement
required to be filed in connection with the shares of Common Stock
issuable to the Holder upon exercise of a Warrant, the date which is
sixty (60) days after the issuance of such Warrant, and (2) the
Registration Statement required to be filed in connection with the
shares of Common Stock issuable to the Holder as a result of
adjustments to the Exercise Price made pursuant to Section 4 of the
Warrant or otherwise, thirty (30) days after the occurrence of such
event or the date of the adjustment of the Exercise Price.
"Holder" or "Holders" means the Purchaser or any of its affiliates or
transferees to the extent any of them hold Registrable Securities,
other then those purchasing Registrable Securities in a market
transaction.
"Indemnified Party" has the meaning set forth in Section 5(c).
"Indemnifying Party" has the meaning set forth in Section 5(c).
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"Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
"Prospectus" means the prospectus included in a Registration Statement
(including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of
the Registrable Securities covered by such Registration Statement, and
all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.
"Registrable Securities" means the shares of Common Stock issuable upon
exercise of the Warrants.
"Registration Statement" means each registration statement required to
be filed hereunder, including the Prospectus therein, amendments and
supplements to such registration statement or Prospectus, including
pre- and post-effective amendments, all exhibits thereto, and all
material incorporated by reference or deemed to be incorporated by
reference in such registration statement.
"Rule 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.
"Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.
"Securities Act" means the Securities Act of 1933, as amended, and any
successor statute.
"Security Agreement" has the meaning given to such term in the Preamble
hereto.
"Trading Market" means any of the NASD Over The Counter Bulletin Board,
NASDAQ Capital Market, the NASDAQ National Market, the American Stock
Exchange or the New York Stock Exchange
"Warrants" means the Common Stock purchase warrants issued in
connection with the Security Agreement, whether on the date thereof or
thereafter.
2. Registration.
(a) On or prior to each Filing Date, the Company shall prepare and
file with the Commission a Registration Statement covering the
Registrable Securities for a selling stockholder resale offering
to be made on a continuous basis pursuant to Rule 415. Each
Registration Statement shall be on Form S-3 (except if the Company
is not then eligible to register for resale the Registrable
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Securities on Form S-3, in which case such registration shall be
on another appropriate form in accordance herewith). The Company
shall cause each Registration Statement to become effective and
remain effective as provided herein. The Company shall use its
best efforts to cause each Registration Statement to be declared
effective under the Securities Act as promptly as possible after
the filing thereof, but in any event no later than the
Effectiveness Date. The Company shall use its reasonable
commercial efforts to keep each Registration Statement
continuously effective under the Securities Act until the date
which is the earlier date of when (i) all Registrable Securities
covered by such Registration Statement have been sold or (ii) all
Registrable Securities covered by such Registration Statement may
be sold immediately without registration under the Securities Act
and without volume restrictions pursuant to Rule 144(k), as
determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the
Company's transfer agent and the affected Holders (each, an
"Effectiveness Period").
(b) Within three business days of the Effectiveness Date, the Company
shall cause its counsel to issue a blanket opinion in the form
attached hereto as Exhibit A, to the transfer agent stating that
the shares are subject to an effective registration statement and
can be reissued free of restrictive legend upon notice of a sale
by the Purchaser and confirmation by the Purchaser that it has
complied with the prospectus delivery requirements, provided that
the Company has not advised the transfer agent orally or in
writing that the opinion has been withdrawn. Copies of the blanket
opinion required by this Section 2(b) shall be delivered to the
Purchaser within the time frame set forth above.
3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable
Securities under the Securities Act, the Company will, as expeditiously
as possible:
(a) prepare and file with the Commission a Registration Statement with
respect to such Registrable Securities, respond as promptly as
possible to any comments received from the Commission, and use its
best efforts to cause such Registration Statement to become and
remain effective for the Effectiveness Period with respect
thereto, and promptly provide to the Purchaser copies of all
filings and Commission letters of comment relating 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 comply with the
provisions of the Securities Act with respect to the disposition
of all Registrable Securities covered by such Registration
Statement and to keep such Registration Statement effective until
the expiration of the Effectiveness Period applicable to such
Registration Statement;
(c) furnish to the Purchaser such number of copies of the Registration
Statement and the Prospectus included therein (including each
preliminary Prospectus) as the Purchaser reasonably may request to
facilitate the public sale or disposition of the Registrable
Securities covered by such Registration Statement;
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(d) use its commercially reasonable efforts to register or qualify the
Purchaser's Registrable Securities covered by such Registration
Statement under the securities or "blue sky" laws of such
jurisdictions within the United States as the Purchaser may
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) list the Registrable Securities covered by such Registration
Statement with any securities exchange on which the Common Stock
of the Company is then listed;
(f) immediately notify the Purchaser at any time when a Prospectus
relating thereto is required to be delivered under the Securities
Act, of the happening of any event of which the Company has
knowledge 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 a material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then
existing; and
(g) make available for inspection by the Purchaser and any attorney,
accountant or other agent retained by the Purchaser, all publicly
available, non-confidential financial and other records, pertinent
corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all publicly
available, non-confidential information reasonably requested by
the attorney, accountant or agent of the Purchaser.
4. Registration Expenses.
All expenses relating to the Company's compliance with Sections 2 and 3
hereof, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including reasonable counsel
fees) incurred in connection with complying with state securities or "blue sky"
laws, fees of the NASD, transfer taxes, fees of transfer agents and registrars,
fees of, and reasonable disbursements incurred by, one counsel for the Holders
are called "Registration Expenses". All selling commissions applicable to the
sale of Registrable Securities, including any fees and disbursements of any
special counsel to the Holders beyond those included in Registration Expenses,
are called "Selling Expenses." The Company shall only be responsible for all
Registration Expenses.
5. Indemnification.
(a) In the event of a registration of any Registrable Securities under
the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless each Holder, and its officers,
directors and each other person, if any, who controls such Holder
within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such
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Holder, or such persons may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement under which
such Registrable Securities were registered under the Securities
Act pursuant to this Agreement, any preliminary Prospectus or
final Prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and will reimburse such Holder, and each such person
for any reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company
will not be liable in any such case if and to the extent that any
such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission
or alleged omission so made in conformity with information
furnished by or on behalf of the Purchaser or any such person in
writing specifically for use in any such document.
(b) In the event of a registration of the Registrable Securities under
the Securities Act pursuant to this Agreement, the Purchaser will
indemnify and hold harmless the Company, and its officers,
directors and each other person, if any, who controls the Company
within the meaning of the Securities Act, against all losses,
claims, damages or liabilities, joint or several, to which the
Company or such persons may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any
material fact which was furnished in writing by the Purchaser to
the Company expressly for use in (and such information is
contained in) the Registration Statement under which such
Registrable Securities were registered under the Securities Act
pursuant to this Agreement, any preliminary Prospectus or final
Prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and will reimburse the Company and each such person
for any reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability or action, provided, however, that the Purchaser
will be liable in any such case if and only to the extent that any
such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission
or alleged omission so made in conformity with information
furnished in writing to the Company by or on behalf of the
Purchaser specifically for use in any such document.
Notwithstanding the provisions of this paragraph, the Purchaser
shall not be required to indemnify any person or entity in excess
of the amount of the aggregate net proceeds received by the
Purchaser in respect of Registrable Securities in connection with
any such registration under the Securities Act.
(c) Promptly after receipt by a party entitled to claim
indemnification hereunder (an "Indemnified Party") of notice of
the commencement of any action, such Indemnified Party shall, if a
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claim for indemnification in respect thereof is to be made against
a party hereto obligated to indemnify such Indemnified Party (an
"Indemnifying Party"), notify the Indemnifying Party in writing
thereof, but the omission so to notify the Indemnifying Party
shall not relieve it from any liability which it may have to such
Indemnified Party other than under this Section 5(c) and shall
only relieve it from any liability which it may have to such
Indemnified Party under this Section 5(c) if and to the extent the
Indemnifying Party is prejudiced by such omission. In case any
such action shall be brought against any Indemnified Party and it
shall notify the Indemnifying Party of the commencement thereof,
the Indemnifying Party shall be entitled to participate in and, to
the extent it shall wish, to assume and undertake the defense
thereof with counsel satisfactory to such Indemnified Party, and,
after notice from the Indemnifying Party to such Indemnified Party
of its election so to assume and undertake the defense thereof,
the Indemnifying Party shall not be liable to such Indemnified
Party under this Section 5(c) for any legal expenses subsequently
incurred by such Indemnified Party in connection with the defense
thereof; if the Indemnified Party retains its own counsel, then
the Indemnified Party shall pay all fees, costs and expenses of
such counsel, provided, however, that, if the defendants in any
such action include both the Indemnified Party and the
Indemnifying Party and the Indemnified Party shall have reasonably
concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the
Indemnifying Party or if the interests of the Indemnified Party
reasonably may be deemed to conflict with the interests of the
Indemnifying Party, the Indemnified Party shall have the right to
select one separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other
expenses related to such participation to be reimbursed by the
Indemnifying Party as incurred.
(d) In order to provide for just and equitable contribution in the
event of joint liability under the Securities Act in any case in
which either (i) the Purchaser, or any officer, director or
controlling person of the Purchaser, makes a claim for
indemnification pursuant to this Section 5 but it is judicially
determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or
the denial of the last right of appeal) that such indemnification
may not be enforced in such case notwithstanding the fact that
this Section 5 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part
of the Purchaser or such officer, director or controlling person
of the Purchaser in circumstances for which indemnification is
provided under this Section 5; then, and in each such case, the
Company and the Purchaser will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after
contribution from others) in such proportion so that the Purchaser
is responsible only for the portion represented by the percentage
that the public offering price of its securities offered by the
Registration Statement bears to the public offering price of all
securities offered by such Registration Statement, provided,
however, that, in any such case, (A) the Purchaser will not be
required to contribute any amount in excess of the public offering
price of all such securities offered by it pursuant to such
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Registration Statement, and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 10(f)
of the Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.
6. Representations and Warranties.
(a) The Common Stock is registered pursuant to Section 12(b) or 12(g)
of the Exchange Act and, except with respect to certain matters
which the Company has disclosed to the Purchaser on Schedule 12(u)
to the Security Agreement, the Company has timely filed all proxy
statements, reports, schedules, forms, statements and other
documents required to be filed by it under the Exchange Act. The
Company has filed (i) its Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2005 and (ii) its Quarterly Report
on Form 10-QSB for its fiscal quarter ended March 31, 2006
(collectively, the "SEC Reports"). Each SEC Report was, at the
time of its filing, in substantial compliance with the
requirements of its respective form and none of the SEC Reports,
nor the financial statements (and the notes thereto) included in
the SEC Reports, as of their respective filing dates, contained
any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the
Company included in the SEC Reports comply as to form in all
material respects with applicable accounting requirements and the
published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such
financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") applied on a
consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes
thereto or (ii) in the case of unaudited interim statements, to
the extent they may not include footnotes or may be condensed) and
fairly present in all material respects the financial condition,
the results of operations and the cash flows of the Company and
its subsidiaries, on a consolidated basis, as of, and for, the
periods presented in each such SEC Report.
(b) The Common Stock is listed for trading on the NASDAQ Capital
Market and satisfies all requirements for the continuation of such
listing, and the Company shall do all things necessary for the
continuation of such listing. The Company has not received any
notice that its Common Stock will be delisted from the NASDAQ
Capital Market (except for prior notices which have been fully
remedied) or that the Common Stock does not meet all requirements
for the continuation of such listing
(c) Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any
offers or sales of any security or solicited any offers to buy any
security under circumstances that would cause the offering of the
Securities pursuant to the Security Agreement to be integrated
with prior offerings by the Company for purposes of the Securities
Act which would prevent the Company from selling the Common Stock
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pursuant to Rule 506 under the Securities Act, or any applicable
exchange-related stockholder approval provisions, nor will the
Company or any of its affiliates or subsidiaries take any action
or steps that would cause the offering of the Common Stock to be
integrated with other offerings (other than such concurrent
offering to the Purchaser).
(d) The Warrants and the shares of Common Stock that the Purchaser may
acquire pursuant to the Warrants are all restricted securities
under the Securities Act as of the date of this Agreement. The
Company will not issue any stop transfer order or other order
impeding the sale and delivery of any of the Registrable
Securities at such time as such Registrable Securities are
registered for public sale or an exemption from registration is
available, except as required by federal or state securities laws.
(e) The Company understands the nature of the Registrable Securities
issuable upon the exercise of each Warrant and recognizes that the
issuance of such Registrable Securities may have a potential
dilutive effect. The Company specifically acknowledges that its
obligation to issue the Registrable Securities is binding upon the
Company and enforceable regardless of the dilution such issuance
may have on the ownership interests of other shareholders of the
Company.
(f) Except for agreements made in the ordinary course of business,
there is no agreement that has not been filed with the Commission
as an exhibit to a registration statement or to a form required to
be filed by the Company under the Exchange Act, the breach of
which could reasonably be expected to have a material and adverse
effect on the Company and its subsidiaries, or would prohibit or
otherwise interfere with the ability of the Company to enter into
and perform any of its obligations under this Agreement in any
material respect.
(g) The Company will at all times have authorized and reserved a
sufficient number of shares of Common Stock for the full exercise
of the Warrants.
7. Miscellaneous.
(a) Remedies. In the event of a breach by the Company or by a Holder,
of any of their respective obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being
entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement.
(b) No Piggyback on Registrations. Except as and to the extent set
forth on Schedule 7(b) hereto, neither the Company nor any of its
security holders (other than the Holders in such capacity pursuant
hereto) may include securities of the Company in any Registration
Statement other than the Registrable Securities, and the Company
shall not after the date hereof enter into any agreement providing
any such right for inclusion of shares in the Registration
Statement to any of its security holders. Except as and to the
extent specified in Schedule 7(b) hereto, the Company has not
previously entered into any agreement granting any registration
rights with respect to any of its securities to any Person that
have not been fully satisfied.
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(c) Compliance. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as
applicable to it in connection with sales of Registrable
Securities pursuant to any Registration Statement.
(d) Discontinued Disposition. Each Holder agrees by its acquisition of
such Registrable Securities that, upon receipt of a notice from
the Company of the occurrence of a Discontinuation Event (as
defined below), such Holder will forthwith discontinue disposition
of such Registrable Securities under the applicable Registration
Statement until such Holder's receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or
until it is advised in writing (the "Advice") by the Company that
the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental
filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the
provisions of this paragraph. For purposes of this Agreement, a
"Discontinuation Event" shall mean (i) when the Commission
notifies the Company whether there will be a "review" of such
Registration Statement and whenever the Commission comments in
writing on such Registration Statement (the Company shall provide
true and complete copies thereof and all written responses thereto
to each of the Holders); (ii) any request by the Commission or any
other Federal or state governmental authority for amendments or
supplements to such Registration Statement or Prospectus or for
additional information; (iii) the issuance by the Commission of
any stop order suspending the effectiveness of such Registration
Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) the receipt
by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the
initiation or threatening of any Proceeding for such purpose;
and/or (v) the occurrence of any event or passage of time that
makes the financial statements included in such Registration
Statement ineligible for inclusion therein or any statement made
in such Registration Statement or Prospectus or any document
incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to
such Registration Statement, Prospectus or other documents so
that, in the case of such Registration Statement or Prospectus, as
the case may be, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.
(e) Piggy-Back Registrations. If at any time during any Effectiveness
Period there is not an effective Registration Statement covering
all of the Registrable Securities required to be covered during
such Effectiveness Period and the Company shall determine to
prepare and file with the Commission a registration statement
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relating to an offering for its own account or the account of
others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition
of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, then
the Company shall send to each Holder written notice of such
determination and, if within fifteen (15) days after receipt of
such notice, any such Holder shall so request in writing, the
Company shall include in such registration statement all or any
part of such Registrable Securities such Holder requests to be
registered, to the extent the Company may do so without violating
registration rights of others which exist as of the date of this
Agreement, subject to customary underwriter cutbacks applicable to
all holders of registration rights and subject to obtaining any
required consent of any selling stockholder(s) to such inclusion
under such registration statement.
(f) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and the Holders of the
then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the
rights of certain Holders and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such
waiver or consent relates; provided, however, that the provisions
of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately
preceding sentence.
(g) Notices. Any notice or request hereunder may be given to the
Company or the Purchaser at the respective addresses set forth
below or as may hereafter be specified in a notice designated as a
change of address under this Section 7(g). Any notice or request
hereunder shall be given by registered or certified mail, return
receipt requested, hand delivery, overnight mail, Federal Express
or other national overnight next day carrier (collectively,
"Courier") or telecopy (confirmed by mail). Notices and requests
shall be, in the case of those by hand delivery, deemed to have
been given when delivered to any party to whom it is addressed, in
the case of those by mail or overnight mail, deemed to have been
given three (3) business days after the date when deposited in the
mail or with the overnight mail carrier, in the case of a Courier,
the next business day following timely delivery of the package
with the Courier, and, in the case of a telecopy, when confirmed.
The address for such notices and communications shall be as
follows:
If to the Company: Reliant Home Warranty Corporation
Attention: Chief Financial Officer
Facsimile: __________________
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If to a Purchaser: To the
address set forth under
such Purchaser name on the
signature pages hereto.
If to any other Person
who is then the registered
Holder: To the address of such Holder as it
appears in the stock transfer books
of the Company
or such other address as may be designated in writing hereafter in
accordance with this Section 7(g) by such Person.
(h) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of
each of the parties and shall inure to the benefit of each Holder.
The Company may not assign its rights or obligations hereunder
without the prior written consent of each Holder. Each Holder may
assign their respective rights hereunder in the manner and to the
Persons as permitted under the Security Agreement.
(i) Execution and Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be
deemed to be an original and, all of which taken together shall
constitute one and the same agreement. In the event that any
signature is delivered by facsimile transmission, such signature
shall create a valid binding obligation of the party executing (or
on whose behalf such signature is executed) the same with the same
force and effect as if such facsimile signature were the original
thereof.
(j) Governing Law, Jurisdiction and Waiver of Jury Trial. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. The Company hereby consents and
agrees that the state or federal courts located in the County of
New York, State of New York shall have exclusion jurisdiction to
hear and determine any Proceeding between the Company, on the one
hand, and the Purchaser, on the other hand, pertaining to this
Agreement or to any matter arising out of or related to this
Agreement; provided, that the Purchaser and the Company
acknowledge that any appeals from those courts may have to be
heard by a court located outside of the County of New York, State
of New York, and further provided, that nothing in this Agreement
shall be deemed or operate to preclude the Purchaser from bringing
a Proceeding in any other jurisdiction to collect the obligations,
to realize on the Collateral or any other security for the
obligations, or to enforce a judgment or other court order in
favor of the Purchaser. The Company expressly submits and consents
in advance to such jurisdiction in any Proceeding commenced in any
such court, and the Company hereby waives any objection which it
may have based upon lack of personal jurisdiction, improper venue
or forum non conveniens. The Company hereby waives personal
service of the summons, complaint and other process issued in any
such Proceeding and agrees that service of such summons, complaint
and other process may be made by registered or certified mail
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addressed to the Company at the address set forth in Section 7(g)
and that service so made shall be deemed completed upon the
earlier of the Company's actual receipt thereof or three (3) days
after deposit in the U.S. mails, proper postage prepaid. The
parties hereto desire that their disputes be resolved by a judge
applying such applicable laws. Therefore, to achieve the best
combination of the benefits of the judicial system and of
arbitration, the parties hereto waive all rights to trial by jury
in any Proceeding brought to resolve any dispute, whether arising
in contract, tort, or otherwise between the Purchaser and/or the
Company arising out of, connected with, related or incidental to
the relationship established between then in connection with this
Agreement. If either party hereto shall commence a Proceeding to
enforce any provisions of this Agreement, the Security Agreement
or any other Ancillary Agreement, then the prevailing party in
such Proceeding shall be reimbursed by the other party for its
reasonable attorneys' fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such
Proceeding.
(k) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.
(l) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be
affected, impaired or invalidated, and the parties hereto shall
use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It
is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or
unenforceable.
(m) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning
hereof.
[Balance of page intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
RELIANT HOME WARRANTY CORPORATION
Per:
----------------------------------
Name:
Title:
LAURUS MASTER FUND, LTD.
Per:
----------------------------------
Name:
Title:
Address for Notices:
825 Third Avenue, 14th Floor
New York, New York 10022
Attention: David Grin
Facsimile: 212-541-4434
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EXHIBIT A
____________, 200___
[Continental Stock Transfer
& Trust Company
Two Broadway
New York, New York 10004
Attn: William Seegraber]
Re: Reliant Home Warranty Corporation
Registration Statement on Form [S-3]
Ladies and Gentlemen:
As counsel to Reliant Home Warranty Corporation, a Florida corporation
(the "Company"), we have been requested to render our opinion to you in
connection with the resale by the individuals or entitles listed on Schedule A
attached hereto (the "Selling Stockholders"), of an aggregate of __________
shares (the "Shares") of the Company's Common Stock.
A Registration Statement on Form [S-3] under the Securities Act of
1933, as amended (the "Act"), with respect to the resale of the Shares was
declared effective by the Securities and Exchange Commission on [date]. Enclosed
is the Prospectus dated [date]. We understand that the Shares are to be offered
and sold in the manner described in the Prospectus.
Based upon the foregoing, upon request by the Selling Stockholders at
any time while the registration statement remains effective, it is our opinion
that the Shares have been registered for resale under the Act and new
certificates evidencing the Shares upon their transfer or re-registration by the
Selling Stockholders may be issued without restrictive legend. We will advise
you if the registration statement is not available or effective at any point in
the future.
Very truly yours,
[Company counsel]
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Schedule A to Exhibit A
Selling Stockholder R/N/O Shares Being Offered
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SCHEDULE 7(b)
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