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EXHIBIT 4.6
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 16,
1995, between HANOVER DIRECT, INC., a Delaware corporation (the "Company"), and
F.L. Holdings, Inc., Roland A. E. Franklin, Jonathan Franklin, Martin E.
Franklin, Floyd Hall, Frederick Field, Homer G. Williams, Frank Martucci, Norm
Thompson Outfitters, Inc. and Capital Consultants Inc., as agent (collectively,
the "Sellers").
R E C I T A L S:
A. The parties hereto are parties to a Stock Purchase
Agreement, dated the date hereof, between the Company, Hanover Holdings, Inc.,
Aegis Safety Holdings, Inc. and the Sellers (the "Purchase Agreement").
B. Pursuant to the Purchase Agreement, the Company is issuing
to the Sellers an aggregate of 634,900 shares of the Company's Series B
Convertible Additional Preferred Stock, par value $.01 and stated value $10 per
share (the "Series B Preferred"), which are convertible into or redeemable for
shares of the Company's Common Stock, par value $.66-2/3 per share (the "Common
Stock").
THE PARTIES AGREE AS FOLLOWS:
1. Certain Definitions. Capitalized terms used herein
which are not otherwise defined herein and which are defined in, or by
reference in, the Purchase Agreement shall have the meanings given therein.
For the purposes of this Agreement, the following terms shall have the
following meanings:
"Agreement" shall mean this Registration Rights Agreement, as
the same may be amended, modified or supplemented from time to time.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute then in effect, and a reference to a
particular section thereof shall be deemed to include a reference to the
comparable section, if any, of any such similar federal statute.
"Holder" shall mean each of the Sellers and each Person to
whom Registrable Securities are transferred so long as such Person holds such
Registrable Securities.
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"Registrable Securities" shall mean the shares of Common Stock
issued upon conversion or redemption of the Series B Preferred and any
securities issued in exchange for or substitution of any thereof, or as a
result of a stock split or as a dividend or other distribution in respect of
any thereof. As to any particular Registrable Securities, once issued, such
securities shall cease to be Registrable Securities when (i) 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 in accordance with such registration statement, (ii) they shall have been
disposed of pursuant to Rule 144 (or any successor provision) under the
Securities Act, (iii) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent disposition of them shall not
require registration or qualification of them under the Securities Act or any
similar state law then in force (and the Holder thereof shall have received an
opinion of independent counsel for the Holder reasonably satisfactory to the
Company to the foregoing effects), or (iv) they shall have ceased to be
outstanding.
"Registration Expenses" shall mean any and all expenses
incident to performance of or compliance with this Agreement, including without
limitation, (i) all SEC and National Association of Securities Dealers, Inc. or
stock exchange registration, listing and filing fees, (ii) all fees and
expenses of complying with securities or blue sky laws (including reasonable
fees and disbursements of counsel for the Company, the underwriters or the
Holders in connection with blue sky qualifications of the Registrable
Securities), (iii) all printing, messenger, telephone and delivery expenses and
transfer taxes, (iv) the fees and disbursements of counsel for the Company and
of its independent public accountants, including the expenses of any special
audits and/or "cold comfort" letters required by or incident to such
performance and compliance, (v) the reasonable fees and disbursements of one
law firm retained in connection with each such registration by the Holders of
Registrable Securities being registered and selected by Martin E. Franklin
("Sellers' Designee"), (vi) any fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, and (vii) the reasonable
fees and expenses of any special experts retained in connection with the
requested registration, but excluding underwriting discounts and commissions of
underwriters, agents or dealers relating to the distribution of the Registrable
Securities, if any.
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute then in effect, and a reference to a
particular section thereof shall be deemed to
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include a reference to the comparable section, if any, of any such similar
federal statute.
"SEC" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act or the
Exchange Act.
2. Registration.
(a) Timing. The Company will use its best efforts to
effect the registration under the Securities Act of all the Registrable
Securities on or before August 16, 1995, to the extent necessary to permit the
disposition (in accordance with the intended method or methods of distribution
thereof as specified at the time by Sellers' Designee) of such Registrable
Securities; provided, however, that the Company may delay the filing of such
registration statement relating to the Registrable Securities for not more than
90 days following such date if, in the reasonable judgment of the Board of
Directors of the Company, such filing is not in the best interests of the
Company at such time. Such registration shall be effected by the preparation
and filing by the Company with the SEC of a registration statement on Form S-3
or other similar form with respect to the offering and sale by the Holders of
the Registrable Securities on a continuous or delayed basis in the future
pursuant to Rule 415 under the Securities Act.
(b) Expenses. The Company will pay all Registration
Expenses in connection with a registration of Registrable Securities requested
pursuant to this Section 2.
(c) Effective Registration Statement. A registration
pursuant to this Section 2 will be deemed to have been effected if (i) the
registration statement filed in connection with such registration shall have
become effective under the Securities Act (provided that if, after such
registration statement has become effective, the offering of Registrable
Securities pursuant to such registration is interfered with by any stop order,
injunction or other order or requirement of the SEC or other governmental
agency or court, such registration will be deemed not to have been effected),
or (ii) the Company is unable to complete such registration statement because
one or more Holders of Registrable Securities thus being registered failed to
provide information for use in such registration statement requested reasonably
and in a timely manner by the Company or because such Holders otherwise failed
to do such reasonable acts and things as may be requested in writing in a
timely manner by the Company to comply with the requirements of law.
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3. Incidental Registration.
(a) Right to Include Registrable Securities. If at any
time prior to the effectiveness of the registration pursuant to Section 2 the
Company proposes to register any of its equity securities under the Securities
Act (other than a registration on Form S-4 or Form S-8), whether or not for
sale for its own account, it will each such time give 10 days prior written
notice to all Holders of Registrable Securities of its intention to do so and
of such Holders' rights under this Section 3. Upon the written request of any
such Holder made within 20 days after the receipt of any such notice (which
request shall specify the Registrable Securities intended to be disposed of by
such Holder and the intended method of disposition thereof), the Company will
use its best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
the Holders thereof, to the extent requisite to permit the disposition (in
accordance with such intended methods thereof) of the Registrable Securities so
to be registered; provided that if, at any time after giving written notice of
its intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register such securities, the Company
may, at its election, give written notice of such determination to each Holder
of Registrable Securities and, thereupon, shall be relieved of its obligation
to register any Registrable Securities in connection with such registration,
without prejudice, however, to the rights of Holders under Section 2 herein.
No registration effected under this Section 3 shall relieve the Company of its
obligations to effect registrations upon request under Section 2 herein. The
Company will pay all Registration Expenses in connection with each registration
of Registrable Securities requested pursuant to this Section 3.
(b) Priority in Incidental Registrations. If a
registration pursuant to this Section 3 involves an underwritten offering and
the managing underwriter advises the Company in writing that, in its opinion,
the number of securities requested to be included in such registration exceeds
the number which would have an adverse effect on such offering, including the
price at which such shares can be sold, the Company will include in such
registration the maximum number of securities which it is so advised can be
sold without such an adverse effect, allocated as follows:
(A) first, all securities proposed to be registered by
the Company for its own account, and
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(B) second, all securities requested to be included in
such registration under this Section 3 and any other securities
proposed to be registered by the Company other than for its own
account (if necessary, allocated pro rata among all such requesting
Holders on the basis of the relative number of shares of securities
each such Holder has requested to be included in such registration).
4. Registration Procedures. Whenever the Company
effects or causes the registration of the Registrable Securities under the
Securities Act as provided in this Agreement, the Company will use its best
efforts to permit the sale of such Registrable Securities in accordance with
the intended method or methods of distribution thereof, and will, as
expeditiously as possible:
(a) prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best
efforts to cause such registration statement to become effective,
provided, however, that the Company may discontinue any registration
of its securities which is being effected pursuant to Section 3 herein
at any time prior to the effective date of the registration statement
relating thereto;
(b) prepare and file with the SEC 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 a period not in excess of two years from the
effective date thereof and to comply with the provisions of the
Securities Act with respect to the disposition of all securities
covered by such registration statement during such period in
accordance with the intended methods of disposition by the Holders set
forth in such registration statement;
(c) furnish to the Holders such number of
executed and conformed copies of such registration statement and of
each such amendment and supplement thereto (in each case including all
exhibits and all documents incorporated by reference therein), such
number of copies of the prospectus included in such registration
statement (including each preliminary prospectus and supplemental
prospectus), and such other documents as the Holders may reasonably
request in order to facilitate the disposition of the Registrable
Securities by such Holders;
(d) use its best efforts to register or qualify
(and keep effective such registration or qualification) such
Registrable Securities covered by such registration
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statement under such other securities or blue sky laws of such
jurisdictions within the United States as may be reasonably required
to permit the Holders to sell the Registrable Securities or as the
Holders shall reasonably request, and do any and all other acts and
things which may be reasonably necessary or advisable to enable the
Holders to consummate the disposition in such jurisdictions of the
Registrable Securities; provided that the Company shall not for any
such purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction where, but for the
requirements of this subsection (d), it would not be obligated to be
so qualified, to subject itself to taxation in any such jurisdiction,
or to consent to general service of process in any such jurisdiction;
and provided, further, that this subsection (d) shall not be construed
to require the Company to register as a broker-dealer in any
jurisdiction any third person to whom or through whom a Holder
proposes to sell Registrable Securities;
(e) immediately notify the Holders, at any time
when a prospectus relating thereto is required to be delivered under
the Securities Act within the appropriate period mentioned in
subsection (b) of this Section 4, of the Company becoming aware that
the prospectus included 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 at the request of the Holders
promptly prepare and furnish to such Holders a reasonable number of
copies of an amended or supplemented prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not include an untrue statement of a
material fact or omit 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;
(f) otherwise 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 covering the period of at least twelve months, beginning
with the first month after the effective date of the Registration
Statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act;
(g) use its best efforts to list such Registrable
Securities on the American Stock Exchange or any securities
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exchange on which securities of such class are then listed, if such
Registrable Securities are not already so listed, and to provide a
transfer agent and registrar for such Registrable Securities covered
by such registration statement not later than the effective date of
such registration statement;
(h) enter into such agreements (including an
underwriting agreement in customary form) and take such other actions
as Sellers' Designee reasonably requests in order to expedite or
facilitate the disposition of such Registrable Securities;
(i) whether or not the registration relates to an
underwritten offering, make such representations and warranties to the
Holders and to the underwriters, if any, as are customarily made by
issuers to underwriters in underwritten offerings, obtain opinions of
counsel to the Company addressed to each Holder and to the
underwriters, if any, covering the matters customarily covered in
underwritten offerings, and obtain a "cold comfort" letter or letters
and updates thereof from the Company's independent public accountants
in customary form and covering matters of the type customarily covered
in underwritten offerings, in each case as the underwriters or the
Sellers' Designee shall request; and
(j) make available for inspection by the Holders,
by any underwriter participating in any disposition to be effected
pursuant to such registration statement and by any attorney,
accountant, or other agent retained by the Holders or any such
underwriter, all pertinent financial and other records, pertinent
corporate documents and properties of the Company, and cause all of
the Company's officers, directors and employees to supply all
information reasonably requested by the Holders, underwriter,
attorney, accountant or agent in connection with such registration
statement.
The Company may require the Holders to furnish the Company such information
regarding the Holders and the distribution of such securities for use in the
registration statement relating to such registration as the Company may from
time to time reasonably request in writing and to do such reasonable acts and
things as the Company may from time to time reasonably request in writing in
order to permit the Company to comply with the requirements of law.
Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon receipt of any notice from the Company
of the happening of any event of the
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kind described in subsection (e) of this Section 4, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder's receipt of
the copies of the supplemented or amended prospectus contemplated by subsection
(e) of this Section 4, and if so directed by the Company, such holder will
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the period
mentioned in subsection (b) of this Section 4 shall be extended by the number
of days during the period from and including the date of the giving of such
notice pursuant to subsection (e) of this Section 4 to and including the date
when each Holder of Registrable Securities covered by such registration
statement shall have received the copies of the supplemented or amended
prospectus contemplated by subsection (e) of this Section 4.
5. Indemnification.
(a) Indemnification by the Company. In the event of any
registration of any securities of the Company under the Securities Act pursuant
to Section 2 or 3 herein, the Company will, and it hereby does, indemnify and
hold harmless, to the fullest extent permitted by law, the sellers of any
Registrable Securities covered by such registration statement, its directors
and officers or general and limited partners (and directors and officers
thereof), each Person who participates as an underwriter in the offering or
sale of such securities and each other Person, if any, who controls such seller
or any such underwriter within the meaning of the Securities Act, against any
and all losses, claims, damages or liabilities, joint or several, and expenses
(including legal, accounting and other expenses incurred in connection with
investigation, preparation or defense of any of the foregoing, and including
any amounts paid in any settlement effected with the Company's consent) to
which such seller, any such director or officer or general or limited partner
or any such underwriter or controlling Person may become subject under the
Securities Act, the Exchange Act, common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) arise out of or are based upon (a) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary, final or supplemental prospectus contained therein, or any
amendment or supplement thereto, or (b) 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, and the Company will reimburse such
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seller and each such director, officer, general or limited partner, underwriter
and controlling Person for any legal or any other expenses reasonably incurred
by them in connection with investigating or preparing for and defending any
such loss, claim, liability, action or proceeding from time to time as such
expenses are incurred; provided that the Company shall not be liable in any
such case to any such person, to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of
or is based upon any untrue statement or alleged untrue statement or omission
or alleged omission made in such registration statement or amendment or
supplement thereto or in any such preliminary, final or supplemental prospectus
in reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by such seller or underwriter
specifically stating that it is for use in the preparation thereof. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such seller or any such director, officer, general or
limited partner, underwriter or controlling Person and shall survive the
transfer of such securities by such seller.
(b) Indemnification by the Sellers. The Company may
require, as a condition to including any Registrable Securities in any
registration statement filed in accordance with Section 4 herein, that the
Company shall have received an undertaking reasonably satisfactory to it from
the prospective sellers of such Registrable Securities (except that no such
undertaking shall be required to the extent applicable law, charter documents
or by-laws forbid such prospective sellers from giving such undertaking) or any
underwriter, to indemnify and hold harmless (in the same manner and to the same
extent as set forth in subsection (a) of this Section 5) the Company, its
directors and officers signing the registration statement and its controlling
Persons and all other prospective sellers and their respective controlling
Persons with respect to any statement or alleged statement in or omission or
alleged omission from such registration statement, any preliminary, final or
supplemental prospectus contained therein, or any amendment or supplement, if
such statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by such sellers or underwriter
specifically stating that it is for use in the final or supplemental prospectus
or amendment or supplement, or a document incorporated by reference into any of
the foregoing; provided in no event shall the liability of any selling Holder
or Registrable Securities be greater in amount than the amount of proceeds
received by such Holder upon such sale. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf
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of the Company or any other prospective sellers or any of their respective
directors, officers or controlling Persons and shall survive the transfer of
such securities by such sellers.
(c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 5, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
latter of the commencement of such action; provided that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of this
Section 5, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party's reasonable
judgment (which is based on the written opinion of its counsel) a conflict of
interest between such indemnified and indemnifying parties exists in respect of
such claim, the indemnifying party will be entitled to participate in and to
assume the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory
to such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof. If in an indemnified party's reasonable judgment (which is
based on the written opinion of its counsel) a conflict of interest between the
indemnified and indemnifying parties exists in respect of a claim or if the
indemnifying party refuses to participate in and to assume the defense of any
action brought against an indemnified party, the indemnified party may assume
the defense of such claim or action with counsel of its choosing which shall
not relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 5. No indemnifying party will consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.
(d) Contribution. If the indemnification provided for in
or pursuant to this Section 5 is due in accordance with the terms hereof but is
held by a court to be unavailable or unenforceable in respect of any losses,
claims, damages, liabilities or expenses referred to herein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified
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person, shall contribute to the amount paid or payable by such indemnified
person as a result of such losses, claims, damages, liabilities or expenses in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified person on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses as well as any other relevant
equitable considerations. The relative fault of the indemnifying party on the
one hand and of the indemnified person on the other 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 indemnifying party or by
the indemnified person by such persons' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
In no event shall the liability of any selling Holder of Registrable Securities
be greater in amount than the amount of proceeds received by such Holder upon
such sale.
6. Rule 144. The Company covenants that it will use its
best efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC thereunder (or, if the Company is not required to file such reports, it
will, upon the request of the Holders, make publicly available such information
as necessary to permit sales pursuant to Rule 144 under the Securities Act, as
amended), and it will do all such other acts and things from time to time as
requested by the Holders to the extent required from time to time to enable
each Holder to sell shares of Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereunder adopted by the SEC. Upon the request of
any Holder, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.
7. Public Trading Market. Until the earlier of (a) two
years after the effective date of the registration statement filed pursuant to
Section 2 or (b) the date on which there are no Registrable Securities, the
Company shall use its best efforts to maintain a public trading market for its
Common Stock.
8. Restriction on Resale. Unless otherwise agreed by
the Company, until the earlier of (a) two years after the effective date of the
registration statement filed pursuant to Section 2 or (b) the date on which
there are no Registrable Securities, each Holder agrees that it will not resell
such
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Registrable Securities without registration under the Securities Act,
compliance with Rule 144 under the Securities Act or an opinion of counsel for
such Holder, addressed to the Company, to the effect that no such registration
is required. All reasonable costs, fees and expenses of counsel in connection
with such opinion shall be borne by the Holder.
9. Miscellaneous.
(a) Amendments and Waivers. This Agreement may be
amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company
shall have obtained the written consent to such amendment, action or omission
to act, of Sellers' Designee. Holders of Registrable Securities shall be bound
by any consent authorized by this Section 9(a), whether or not such Registrable
Securities shall have been marked to indicate such consent.
(b) Successors, Assigns and Transferees. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their legal successors-in-interest, and nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.
(c) Notices. All notices and other communications
provided for hereunder shall be given and shall be effective as provided in the
Purchase Agreement.
(d) Descriptive Headings. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise effect
the meaning of terms contained herein.
(e) Severability. In the event that any one or more of
the provisions, paragraphs, words, clauses, phrases or sentences contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of such provision, paragraph, word, clause, phrase, or
sentence in every other respect and of the remaining provisions, paragraphs,
words, clauses, phrases or sentences hereof shall not be in any way impaired,
it being intended that all rights, powers and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law.
(f) Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument, and it shall not be
necessary in making proof of this
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Agreement to produce or account for more than one such counterpart.
(g) Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of
Delaware.
(h) Remedies. The Company acknowledges that monetary
damages will not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions hereof and agrees, to the fullest extent
permitted by law, to waive the defense of adequacy of legal remedies in any
action for specific performance hereof.
(i) Merger, etc. If, directly or indirectly, (i) the
Company shall merge with and into, or consolidate with, any other Person, (ii)
any Person shall merge with and into, or consolidate with, the Company and the
Company shall be the surviving corporation of such merger or consolidation and,
in connection with such merger or consolidation, all or part of the Registrable
Securities shall be changed into or exchanged for stock or other securities of
any other Person, then, in each such case, proper provision shall be made so
that such Person shall be bound by the provisions of this Agreement and the
term "Company" shall thereafter be deemed to refer to such Person. For
purposes hereof, the term "Person" shall mean any individual, corporation,
partnership, trust or other nongovernmental entity.
(j) Legal Fees; Costs. If any party to this Agreement
institutes any action or proceeding, whether before a court or arbitrator, to
enforce any provision of this Agreement, the prevailing party therein shall be
entitled to receive from the losing party reasonable attorneys' fees and costs
incurred in such action or proceeding, whether or not such action or proceeding
is prosecuted to judgment.
10. Termination. Except as otherwise provided herein,
the Company's obligations under Sections 2 and 3 hereof shall terminate at the
close of business on the second anniversary of the date hereof, or such earlier
date on which there shall be no Registrable Securities.
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IN WITNESS WHEREOF, each of the undersigned has caused this
Registration Rights Agreement to be executed on its behalf as of the date first
written above.
THE COMPANY:
HANOVER DIRECT, INC.
By
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Title
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SELLERS:
F.L. Holdings, Inc.
By
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Title
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Roland A. E. Franklin
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Jonathan Franklin
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Martin E. Franklin
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Floyd Hall
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Frederick Field
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Homer G. Williams
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Frank Martucci
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Norm Thompson Outfitters, Inc.
By
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Title
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Capital Consultants Inc., as agent
By
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Title
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