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EXHIBIT 4.5
eVENTURES GROUP, INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into on the ___ day of January, 2000, by and among eVENTURES GROUP,
INC., a Delaware corporation (the "Company"), and the persons and entities
signatories hereto (collectively, the "Stockholders"), as holders of shares of
Series C Convertible Preferred Stock, par value $0.00002 per share, of the
Company ("Series C Stock").
W I T N E S S E T H:
WHEREAS, the Company and the Stockholders have entered into that
certain Preferred Stock Subscription Agreement dated as of January __, 2000
(the "Subscription Agreement"), pursuant to which certain of the Stockholders
acquired shares of the Company's Series C Stock; and
WHEREAS, in connection with the Subscription Agreement, the parties
have agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement and in the Subscription Agreement, the
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. REGISTRABLE SHARES. For purposes of this Agreement "Registrable Shares"
shall mean, at any time, and with respect to any Stockholder or Qualified
Transferee (as defined in Section 8(g) below), any Restricted Securities (as
defined below) held by such Stockholder or Qualified Transferee, and "Holder"
shall mean any Stockholder or Qualified Transferee holding Registrable Shares.
As to any particular Registrable Shares, once issued, such Registrable Shares
shall cease to be Registrable Shares (1) when such Registrable Shares have been
registered under the Securities Act of 1933, as amended or any successor
Federal statute (the "Act"), the Registration Statement in connection therewith
has been declared effective and they have been disposed of pursuant to and in
the manner described in such effective Registration Statement, (2) when such
Registrable Shares are sold or distributed pursuant to Rule 144, (3) when such
Registrable Shares have ceased to be outstanding, or (4) when such Registrable
Shares have been transferred to a person or entity other than a Qualified
Transferee. For purposes of this Agreement, the term "Restricted Securities"
shall mean, at any time and with respect to any Stockholder or Qualified
Transferee, the shares of Series C Stock and any other securities which by
their terms are directly or indirectly exercisable or exchangeable for or
convertible into Common Stock (other than stock options granted to employees or
directors of the Company in their capacity as such, or Common Stock issuable
upon the exercise thereof), and any securities received on or with respect to
any of the foregoing securities, which are held by such Stockholder or
Qualified Transferee and which theretofor have not been sold to the public
pursuant to a Registration Statement or pursuant to Rule 144 under the Act. For
purposes of this Agreement, the term "Registration Statement" shall
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mean any registration statement of the Company which covers any of the
Registrable Shares, and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus (defined herein) contained therein, all exhibits thereto and all
material incorporated by reference therein. For purposes of this Agreement, the
term "Prospectus" shall mean the prospectus included in a Registration
Statement, including any prospectus subject to completion, and any such
Prospectus as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Shares and, in
each case, by all other amendments and supplements to such prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein. For purposes of this Agreement, the term
"Rule 144" shall mean Rule 144 promulgated under the Act or any successor or
similar rule thereto, as may be enacted by the Securities and Exchange
Commission (the "Commission") from time to time.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. If the Company proposes to register any of its
securities under the Act (other than pursuant to (i) a registration solely in
connection with an employee benefit or stock ownership plan on Form S-8 or
any comparable or successor form, (ii) a registration solely in connection
with an acquisition consummated in a manner which would permit registration
of such securities to the public on Form S-4 or any comparable or successor
form or (iii) a "shelf" or similar registration for use solely in connection
with future acquisitions), and the registration form to be used may be used
for the registration of Registrable Shares (a "Piggyback Registration"), the
Company will give prompt written notice to all Holders of Registrable Shares
of its intention to effect such a registration (each a "Piggyback Notice").
Subject to Section 2(b) below, the Company will include in such registration
all shares of Registrable Shares which Holders of Registrable Shares request
the Company to include in such registration by written notice given to the
Company within twenty (20) days after the date of sending of the Piggyback
Notice.
(b) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration relates
to an underwritten public offering of equity securities by the Company and
the managing underwriters for such offering advise the Company in writing
that in their opinion the number of securities requested to be included in
such registration exceeds the number which can be sold in an orderly manner
in such offering within a price range acceptable to the Company, the Company
will include in such registration (i) first, the securities proposed to be
sold by the Company, (ii) second, the securities proposed to be sold by any
other persons with registration rights prior to those of the Holder, (iii)
third, the Registrable Shares requested to be included in such registration,
pro rata among the Holders of such Registrable Shares on the basis of the
number of shares owned by each such Holder, and (iv) fourth, other securities
requested to be included in such registration.
(c) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration
relates to an underwritten public offering of equity securities held solely
by Holders of the Company's securities and the managing underwriters advise
the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the
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number which can be sold in an orderly manner in such offering within a price
range acceptable to the Holders initially requesting such registration, the
Company will include in such registration (i) first, the securities requested
to be included therein by the Holders requesting such registration, (ii)
second, the securities proposed to be sold by any other persons with
registration rights prior to those of the Holder, (iii) third, the
Registrable Shares requested to be included in such registration, pro rata
among the Holders of such Registrable Shares on the basis of the number of
shares owned by each such Holder, and (iv) fourth, other securities requested
to be included in such registration.
3. REGISTRATION PROCEDURES. Whenever the Holders of Registrable Shares have
requested that any Registrable Shares be registered pursuant to this Agreement,
the Company will use its best efforts to effect the registration and the sale
of such Registrable Shares in accordance with the intended method of
distribution thereof and will as expeditiously as possible:
(i) prepare and file with the Commission a Registration
Statement with respect to such Registrable Shares on any appropriate
form under the Act, which form shall be selected by the Company and
shall be available for the sale of Registrable Shares in accordance
with the intended method or methods of distribution thereof and use
its best efforts to cause such Registration Statement to become
effective, provided that before filing a Registration Statement or
Prospectus or any amendments or supplements thereto, the Company will
furnish to the counsel selected by the Holders of a majority of the
Registrable Shares included in such Registration Statement copies of
all such documents proposed to be filed, which documents will be
subject to the review of such counsel;
(ii) prepare and file with the Commission such amendments and
post-effective amendments to such Registration Statement and
supplements to the Prospectus used in connection therewith (and to
file the Prospectus, as so supplemented, under Rule 424 under the Act,
if required) as may be necessary to keep such Registration Statement
effective for a period of up to one (1) year, and comply with the
provisions of the Act with respect to the disposition of all
securities included in such Registration Statement during such period
in accordance with the intended methods of distribution by the selling
Holders thereof set forth in such Registration Statement or supplement
to such Prospectus;
(iii) furnish to each selling Holder of Registrable Shares
such number of copies of such Registration Statement, each amendment
and supplement thereto (in each case including all exhibits), the
Prospectus included in such Registration Statement (including each
preliminary Prospectus) and such other documents as such selling
Holder may reasonably request in order to facilitate the disposition
of the Registrable Shares owned by such selling Holder;
(iv) notify the selling Holders of Registrable Shares and the
managing underwriters, if any, promptly and (if requested by any such
Stockholder) confirm such advice in writing, (A) when a Prospectus,
including any Prospectus supplement or post-
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effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same
has become effective, (B) of any request by the Commission for
amendments or supplements to a Registration Statement or related
Prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that
purpose, (D) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any of the
Registrable Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (E) of the
existence of any fact which results in a Registration Statement, a
Prospectus or any document incorporated therein by reference
containing an untrue statement of a material fact or omitting to state
a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;
(v) use its best efforts to register or qualify such
Registrable Shares under such other securities or blue sky laws of
such jurisdictions as any selling Holder reasonably requests and do
any and all other acts and things which may be reasonably necessary or
advisable to enable such selling Holder to consummate the disposition
in such jurisdictions of the Registrable Shares owned by such selling
Holder, provided that the Company will not be required (A) to qualify
generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (B) to
subject itself to taxation in any such jurisdiction, or (C) to consent
to general service of process in any such jurisdiction;
(vi) notify each selling Holder of such Registrable Shares,
at any time when a Prospectus relating thereto is required to be
delivered under the Act, of the happening of any event referred to in
clause (iv)(E) of this Section 3, and, at the request of any such
seller, prepare a supplement to such Prospectus or a post-effective
amendment to such Registration Statement so that, as thereafter
delivered to the purchasers of such Registrable Shares, such
Prospectus will not contain an untrue statement of a material fact or
omit to state any fact necessary to make the statements therein not
misleading;
(vii) cause all such Registrable Shares to be listed on each
securities exchange on which similar securities issued by the Company
are then listed and to be qualified for trading on each system on
which similar securities issued by the Company are from time to time
qualified;
(viii) provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such
Registration Statement and thereafter maintain such transfer agent and
registrar;
(ix) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other
actions as the Holders of a majority of the Registrable Shares being
sold or the underwriters, if any, reasonably request in
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order to expedite or facilitate the disposition of such Registrable
Shares;
(x) in connection with an underwritten offering, use its best
efforts to (A) obtain opinions of counsel to the Company and updates
thereof, which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the managing underwriters,
addressed to the underwriters, covering the matters customarily
covered in opinions requested in underwritten offerings and such other
matters as may be reasonably requested by such underwriters; and (B)
obtain "cold comfort" letters and updates thereof from the Company's
independent certified public accountants, addressed to the
underwriters, such letters to be in customary form and covering
matters of the type customarily covered in "cold comfort" letters to
underwriters in connection with underwritten offerings; make available
for inspection during normal business hours by any underwriter
participating in any disposition pursuant to a registration statement,
and any attorney or accountant retained by such 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 such
underwriter, attorney or accountant in connection with such
registration statement; provided that such underwriters execute prior
thereto an agreement with the Company that all such records,
information or documents shall be kept confidential by such persons
unless (1) disclosure of such records, information or documents is
required by law or by a court or administrative order or (2) such
records, information or documents are or become (but only when they
become) generally available to the public other than as a result of
disclosure in violation of this paragraph; and make available for
inspection by any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant
or other agent retained by any such underwriter, all financial and
other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors, employees and
independent accountants to supply all information reasonably requested
by any such underwriter, attorney, accountant or agent in connection
with such registration statement;
(xi) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission;
(xii) permit any Holder of Registrable Shares which might be
deemed, in the sole and exclusive judgment of such Holder, to be an
underwriter or a controlling person of the Company, to participate in
the preparation of such registration or comparable statement and to
require the insertion therein of material, furnished to the Company in
writing, which in the reasonable judgment of such Holder and its
counsel should be included;
(xiii) in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any
order suspending or preventing the use of any related prospectus or
suspending the qualification of any Registrable Shares
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included in such registration statement for sale in any jurisdiction,
the Company will use its reasonable efforts promptly to obtain the
withdrawal of such order; and
(xiv) provide a CUSIP number for all Registrable Shares, not
later than the effective date of the applicable registration
statement.
If any such registration or comparable statement refers to any Holder by name
or otherwise as the Holder of any securities of the Company and if, in the sole
and exclusive judgment of such Holder, such Holder is or might be deemed to be
a controlling person of the Company, such Holder shall have the right to
require (a) the inclusion in such registration statement of language, in form
and substance reasonably satisfactory to such Holder, to the effect that the
holding of such securities by such Holder is not to be construed as a
recommendation by such Holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such
Holder will assist in meeting any future financial requirements of the Company,
or (b) in the event that such reference to such Holder by name or otherwise is
not required by the Act or any similar federal statute then in force, the
deletion of the reference to such Holder; provided, that with respect to this
clause (b) such Holder shall furnish to the Company an opinion of counsel to
such effect, which opinion and counsel shall be reasonably satisfactory to the
Company.
4. REGISTRATION EXPENSES.
(a) DEFINITION. The term "Registration Expenses" means any
expenses incident to the Company's performance of or compliance with
this Agreement, including, without limitation, all registration and
filing fees, listing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery
expenses, internal expenses, the fees and expenses of counsel for the
Company (but not the fees and expenses of counsel to the Holders of
the Registrable Shares included in such registration) and all
independent certified public accountants, underwriting fees and
expenses (excluding discounts and commissions attributable to the
Registrable Shares, which shall be paid by the selling Holders out of
the proceeds of the offering) and the fees and expenses of any other
Persons (defined below) retained by the Company. For purposes of this
Agreement, the term "Person" shall be construed as broadly as possible
and shall include an individual or natural person, a partnership
(including a limited liability partnership), a company, an
association, a joint stock company, a limited liability company, a
trust, a joint venture, an unincorporated entity and a governmental
authority.
(b) PAYMENT. The Company shall pay the Registration Expenses
in connection with any and all Piggyback Registrations.
5. INDEMNIFICATION.
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify, to the extent permitted by law, each Holder of Registrable
Shares, such holder's general and limited partners, officers and
directors and each Person who controls such Holder (within the
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meaning of the Act) against all losses, claims, damages, liabilities
and expenses caused by any untrue or alleged untrue statement of
material fact contained in any Registration Statement, Prospectus or
preliminary Prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in
any information furnished in writing to the Company by such Holder
expressly for use therein. In connection with an underwritten
offering, the Company will indemnify such underwriters, their officers
and directors and each Person who controls such underwriters (within
the meaning of the Act) to the same extent as provided above with
respect to the indemnification of the Holders of Registrable Shares.
(b) INDEMNIFICATION BY HOLDERS. In connection with any
registration statement in which a Holder of Registrable Shares is
participating, each such Holder will furnish to the Company in writing
such information and affidavits as the Company reasonably requests for
use in connection with any such Registration Statement or Prospectus
and, to the extent permitted by law, will indemnify the Company, its
directors and officers and each Person who controls the Company
(within the meaning of the Act) against any losses, claims, damages,
liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement,
prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue
statement or omission is contained in any written information or
affidavit so furnished in writing by such Holder; provided, that the
obligation to indemnify will be individual to each Holder and will be
limited to the net amount of proceeds received by such Holder from the
sale of Registrable Shares pursuant to such registration statement.
(c) NOTICE; DEFENSE OF CLAIMS. Any Person entitled to
indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is
assumed, the indemnifying party will not be subject to any liability
for any settlement made by the indemnified party without its consent
(but such consent will not be unreasonably withheld or delayed). 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 special and one local counsel for all
parties indemnified by such indemnifying party with respect to such
claim.
(d) CONTRIBUTION. If the indemnification provided for in this
Section 5 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss,
liability, claim, damage or expense referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage,
or
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expense in such proportion as is appropriate to reflect (i) the
relative benefits received by the indemnifying party or parties on the
one hand and the indemnified party on the other from the offering of
the Registrable Shares or (ii) if the allocation provided for by the
foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the indemnifying
party or parties on the one hand and the indemnified party on the
other hand in connection with the statements or omissions or alleged
statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof). The relative fault of
the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or
prevent such statement or omission. The obligation to contribute will
be individual to each Holder of Registrable Shares and will be limited
to the amount by which the net amount of proceeds received by such
Holder from the sale of Registrable Shares exceeds the amount of
losses, liabilities, damages, and expenses which such Holder has
otherwise been required to pay by reason of such statements or
omissions.
(e) SURVIVAL. The indemnification provided for under this
Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any
officer, director or controlling Person of such indemnified party and
will survive the transfer of securities.
(f) UNDERWRITING AGREEMENT. To the extent that the provisions
on indemnification and contribution contained in the underwriting
agreement entered into in connection with an underwritten public
offering are in conflict with the provisions of this Section 5, the
provisions contained in the underwriting agreement shall control.
6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may participate in
any registration hereunder which is underwritten unless such Person (i) agrees
to sell such Person's securities on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder to approve
such arrangements, (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements; provided that no Holder of
Registrable Shares included in any underwritten registration shall be required
to make any representations or warranties to the Company or the underwriters
other than representations and warranties regarding such Holder and such
Holder's intended method of distribution, and (iii) if requested by the
managing underwriter or underwriters or the Demanding Persons (as defined in
the Registration Rights Agreement, dated as of September 22, 1999, among the
Company and the persons and entities set forth on Schedule 1 thereto), agrees
not to sell Registrable Shares or other securities held by such Person in any
transaction other than pursuant to such underwriting for such period following
the effective date of the registration statement relating to such underwriting
as determined by either the Board of Directors or the Demanding Persons;
provided that no Holder of Registrable Shares shall be required to enter into
such an agreement unless each other Holder of Registrable Shares, each director
and executive officer of the Company and each other Holder of at least one
percent
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of the Series C Stock then outstanding enters into a substantially
identical agreement relating to such underwriting.
7. STOCKHOLDER LOCK-UP; AGREEMENT NOT TO SELL. Prior to the first anniversary
of the date hereof, no Holder of Registrable Shares may make any public sale of
Registrable Shares (pursuant to a Registration Statement, Rule 144 or
otherwise); provided, however, that nothing herein shall prevent any Holder (a)
that is a partnership or corporation from making a distribution of Registrable
Shares to the partners or shareholders thereof that are otherwise in compliance
with applicable securities laws, so long as such permitted distributees agree
to be bound by the terms and conditions of the Lock-up Conditions; (b) that
desires to sell any Registrable Shares in a private transaction in compliance
with applicable securities laws from consummating such a sale so long as the
purchaser in any private sale agrees in writing to be bound by the restrictions
set forth in this Section 7; or (c) that is an individual, from making a
transfer of Registrable Shares by gift, will or the laws of descent and
distribution, subject to the restrictions set forth in this Section 7.
8. MISCELLANEOUS.
(a) INFORMATION AND REPORTING.
(i) The Company shall, at all times during which it
is neither subject to the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor exempt from reporting
pursuant to Rule 12g3-2(b) under the Exchange Act, upon the
written request of any Stockholder, provide in writing to
such Stockholder and to any prospective transferee of the
Registrable Shares of such Stockholder the information
concerning the Company described in Rule 144A(d)(4) or any
successor rule under the Act ("Rule 144A Information"). Upon
the written request of any Stockholder, the Company shall
cooperate with and assist such Stockholder or any member of
the National Association of Securities Dealers, Inc. PORTAL
system in applying to designate and thereafter maintain the
eligibility of the Registrable Shares for trading through
PORTAL. The Company's obligations under this Section 8(a)(i)
shall at all times be contingent upon receipt from the
prospective transferee of Registrable Shares of a written
agreement to take all reasonable precautions to safeguard the
Rule 144A Information from disclosure to anyone other than
Persons who will assist such transferee in evaluating the
purchase of any Registrable Shares.
(ii) When it is first legally required to do so, the
Company shall register its Common Stock under Section 12 of
the Exchange Act and shall keep effective such registration
and shall timely file such information, documents and reports
as the Commission may require or prescribe under Section 13
of the Exchange Act. From and after the effective date of the
first registration statement filed by the Company under the
Act, the Company shall (whether or not it shall then be
required to do so) timely file such information, documents
and reports which a corporation, partnership or other entity
subject to Section 13 or 15(d) (whichever
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is applicable) of the Exchange Act is required to file. The
Company shall promptly upon request furnish any Holder of
Registrable Shares (a) a written statement by the Company that
it has complied with the reporting requirements of Section 13
or 15(d) of the Exchange Act, (b) a copy of the most recent
annual or quarterly report of the Company, and (c) such other
reports and documents filed by the Company with the Commission
as such Holder may reasonably request in availing itself of an
exemption for the sale of Registrable Shares without
registration under the Act. The Company acknowledges and
agrees that the purposes of the requirements contained in this
Section 8(a)(ii) are to enable any such Holder to comply with
the current public information requirement contained in
paragraph (c) of Rule 144 under the Act, should such Holder
ever wish to dispose of any of the securities of the Company
acquired by it without registration under the Act in reliance
upon Rule 144 (or any other similar exemptive provision), and
to qualify the Company for the use of registration statements
on Form S-3. In addition, the Company shall take such other
measures and file such other information, documents and
reports, as shall hereafter be required by the Commission as a
condition to the availability of Rule 144 under the Act (or
any similar exemptive provision hereafter in effect) and the
use of Form S-3. The Company also covenants to use its best
efforts, to the extent that it is reasonably within its power
to do so, to qualify for the use of Form S-3.
(b) NO INCONSISTENT AGREEMENTS. The Company will not hereafter (i) enter into
any agreement with respect to its securities which is inconsistent with or
violates the rights granted to the Holders of Registrable Shares in this
Agreement, provided, however, that other purchasers of Series C Stock from the
Company may become Holders and parties to this Agreement by executing and
delivering to the Company a signature page to this Agreement or (ii) grant
registration rights that are superior to the registration rights granted
hereunder to any other Person other than to Persons who purchase Series C Stock
from the Company (unless consented to by a majority vote of the Stockholders).
(c) ADJUSTMENTS AFFECTING REGISTRABLE SHARES. The Company will not take any
action, or permit any change to occur, with respect to its securities for the
purpose of materially and adversely affecting the ability of the Holders of
Registrable Shares to include such Registrable Shares in a registration
undertaken pursuant to this Agreement or materially and adversely affecting the
marketability of such Registrable Shares in any such registration (including,
without limitation, effecting a stock split or a combination of shares);
provided that this Section 8(c) shall not apply to actions or changes with
respect to the Company's business, balance sheet, earnings or revenue where the
effect of such actions or changes on the Registrable Shares is merely
incidental.
(d) NOTICES. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be deemed effectively given when
delivered personally or by facsimile transmission or by overnight delivery
service or 72 hours after being mailed by first class certified or registered
mail, return recent requested, postage prepaid:
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(i) If to the Company, c/o Stuart Chasanoff, 1601 Elm Street,
Suite 4000, Dallas, Texas 75201, or at such other address or addresses
as may have been furnished in writing by the Company to the
Stockholders.
(ii) If to a Stockholder, to it at its address as set forth
in the applicable Subscription Agreement, or at such other address or
addresses as may have been furnished in writing by such Stockholder
with a copy to (which shall not constitute notice): White & Case LLP,
200 S. Biscayne Boulevard, Suite 4900, Miami, Florida 33131,
Attention: Thomas E Lauria, Esq. (Fax: 305-995-5282).
(e) REMEDIES. Any Person having rights under any provision of this Agreement
will be entitled to enforce such rights specifically to recover damages caused
by reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law. The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that any party may in its sole discretion apply to any court
of law or equity of competent jurisdiction (without posting any bond or other
security) for specific performance and for other injunctive relief in order to
enforce or prevent violation of the provisions of this Agreement.
(f) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no amendment,
modification, termination or cancellation of this Agreement shall be effective
unless made in writing signed by the Company and the Holders of a majority of
the shares of Registrable Shares; provided that no amendment may be made to
Sections 7 or 8(f) of this Agreement unless agreed upon by the Company and the
Holders of all the Registrable Shares.
(g) ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to
register Registrable Shares pursuant to this Agreement may be assigned (but
only with all related obligations) by a Holder to any transferee (a "Qualified
Transferee") that acquires from a Holder either (i) 100,000 or more Registrable
Shares or (ii) if less than 100,000 Registrable Shares are owned by a Holder at
the time of a transfer, all of the Registrable Shares owned by such Holder, in
either case in connection with the permitted transfer of Registrable Shares.
Such assignment shall not affect the rights of Holders hereunder which shall
remain in full force in accordance with the terms hereof. Any transferring
Holder shall provide the Company with prior written notice of such
transfer(s)/assignment(s); provided, however, that the failure to provide such
notice shall not be deemed to preclude assignment hereunder.
(h) SEVERABILITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(i) ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements relating to such subject matter.
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(j) HEADINGS. The headings of this Agreement are for convenience only and do
not constitute a part of this Agreement.
(k) GOVERNING LAW. The construction, validity and interpretation of this
Agreement will be governed by the internal laws of the State of New York
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York.
(l) FURTHER ASSURANCES. Each party to this Agreement hereby covenants and
agrees, without the necessity of any further consideration, to execute and
deliver any and all such further documents and take any and all such other
actions as may be necessary or appropriate to carry out the intent and purposes
of this Agreement and to consummate the transactions contemplated hereby.
(m) COUNTERPARTS. This Agreement may be executed by facsimile and in one or
more counterparts, each of which shall be deemed to be an original, but all of
which shall be one and the same document.
(Signature Page Follows)
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IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first written above.
COMPANY:
eVENTURES GROUP, INC.
By:
Name:
Title:
[SIGNATURE PAGE FOR EACH STOCKHOLDER FOLLOWS]
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Signature page to Registration Rights Agreement dated December __, 1999 among
eVentures Group, Inc. the undersigned and certain of its other Stockholders.
STOCKHOLDER:
-----------------------------
Name of Stockholder
By:
Name:
Title:
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Signature page to Registration Rights Agreement dated January __, 2000 among
eVentures Group, Inc. the undersigned and certain of its other Stockholders.
STOCKHOLDER:
By:
Name:
Title:
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