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EXHIBIT 10.19
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, (the "Agreement") dated as of March
18th, 1997, is made by and among C3, INC., a North Carolina corporation (the
"Company"), and the General Electric Pension Trust ("GEPT").
WHEREAS, the Company intends to issue, in the aggregate, 682,500 shares of
the Company's 1997 Series B Convertible Preferred Stock (the "Preferred Stock")
to certain investors (the "Investors") pursuant to the Company's Summary of the
Offering dated January 3, 1997; and
WHEREAS, in order to induce General Electric Pension Trust to purchase
from the Company certain shares of the Preferred Stock, the Company desires to
grant registration rights to the Investors for shares of its Common Stock which
the Investors will have the right to acquire pursuant to conversion of the
Preferred Stock;
NOW, THEREFORE, in consideration of the premises hereto and of the mutual
covenants and agreements contained herein, the parties agree as follows:
1. Definitions.
As used herein the following defined terms shall have the following
respective meanings:
(a) The term "Holders" means any holder or holders of shares of
Registrable Securities.
(b) The terms "register", "registered" and "registration" refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act (as defined below) and the declaration or
ordering of the effectiveness of such registration statement.
(c) The term "Registrable Securities" means all shares of Common
Stock issued or issuable upon the conversion of Preferred Stock.
(d) The term "Securities Act" means the Securities Act of 1933, as
amended.
2. Requested Registration.
(a) If at any time after one year from the date hereof, the
Company shall receive from the Holders of at least forty percent (40%) of the
Registrable Securities a written request that the Company effect a registration
under the Securities Act with respect to not less than twenty percent (20%) of
the Registrable Securities, and having an expected aggregate offering price to
the public of not less than $15,000,000, the Company will, as expeditiously as
possible, notify in writing all the Holders of such request and use its diligent
best efforts to effect all such registrations
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(including, without limitation, the execution of an undertaking to file
post-effective amendments and appropriate qualifications and approvals under the
laws and regulations applicable to the Company of any applicable governmental
agencies and authorities, including the applicable blue sky or other state
securities laws) as may be so requested and as would permit or facilitate the
sale and distribution of all or such portion of the Registrable Securities as
are specified in such request, together with any Registrable Securities held by
the other Holders who may desire to participate in such registrations; provided,
however, that before filing any such registration statement or any amendments or
supplements thereto, the Company will (x) furnish to the Holders of Registrable
Securities which are to be included in such registration, copies of all such
documents proposed to be filed, which documents will be subject to the review of
such Holders and their counsel, and (y) give the Holders of Registrable
Securities to be included in such registration statement and their
representatives the opportunity to conduct a reasonable investigation of the
records and business of the Company and to participate in the preparation of any
such registration statement or any amendments or supplements thereto; provided,
further, that the Company shall not be obligated to take any action to effect
such registration pursuant to this subparagraph 2(a), (i) after (A) the Company
has effected two such registrations pursuant to this subparagraph 2(a) at the
request of the Holders and (B) each of such registrations have been declared or
ordered effective; (ii) during the ninety (90) day period commencing with the
closing date of the Company's initial public offering, or (iii) if it delivers
notice to the Holders of the Registerable Securities within thirty (30) days of
any registration request of its intent to file a registration statement for such
initial public offering within ninety (90) days. With respect to any
registration requested pursuant to this subparagraph 2(a), the Company may
include in such registration any other shares of its capital stock, subject to
the restrictions set forth in subparagraph 2(c).
(b) Subject to subparagraph 2(a) above and the other terms and
conditions contained herein, the Company shall file a registration statement
covering the Registrable Securities so requested to be registered as soon as
practical, but in any event within ninety (90) days after (i) receipt of the
request or requests of the Holders or (ii) the date in which the Holders of
Registrable Securities to be included in such registration agree, pursuant to
subparagraph 2(c), on the terms and conditions of an underwriting, if
applicable, as evidenced by its letter of intent describing such terms and
conditions, whichever is later; provided, however, that if the Company shall
furnish to the Holders a certificate signed by the President of the Company
stating that in the good faith judgment of the Board of Directors it would be
seriously detrimental to the Company and its stockholders for such registration
statement to be filed at the date filing would be required hereunder and it is
therefore essential to defer the filing of such registration statement, the
Company shall have an additional period of not more than ninety (90) days within
which to file such registration statement (which additional period may be
extended to one hundred eighty (180) days if such deferral will materially
reduce the expenses of such registration due to the elimination of the need for
any special audits to be performed in connection with such registration).
(c) If the Holders intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to subparagraph 2(a). In such
event, if so requested in writing by the Company, the Holders shall negotiate in
good faith with a nationally recognized underwriter or underwriters or
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major regional underwriter or underwriters acceptable to the Holders, selected
by the Company with regard to the underwriting of such requested registration;
provided, however, that if the Holders have not agreed with such underwriter(s),
in their discretion, as to the terms and conditions of such underwriting within
thirty (30) days following commencement of such negotiations, the Holders may
select an underwriter of their choice; and, provided further that any
underwriter selected hereunder, shall not be an underwriter in which the General
Electric Company has a direct or indirect interest of 5% or more, without the
consent of GEPT. The right of the Holders to registration pursuant to this
Paragraph 2 shall be conditioned upon the Holder's participation in such
underwriting to the extent provided herein. The Company shall (together with all
Holders proposing to distribute their Registrable Securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected pursuant to this Paragraph 2.
Notwithstanding any other provision of this Paragraph 2, if the underwriter
advises the Company in writing with a copy to the Holders that marketing factors
require a limitation of the number of shares to be underwritten, the Company
shall so advise all Holders, and the Company will include in such registration
up to the maximum allowed by such underwriter (x) first, as many shares as
possible of Registrable Securities requested to be included by the applicable
Holders, which shall be allocated among all Holders thereof in proportion, as
nearly as practicable, to the respective amounts of Registrable Securities
requested by such Holders to be registered and (y) second, shares to be sold by
the Company or other holders of the Company's capital stock. If any Holder of
Registrable Securities disapproves of the terms of the underwriting, he or it
may elect to withdraw therefrom by written notice to the Company, the
underwriter and the other Holders. In the event of any such withdrawal, the
Company will include in any such registration in lieu thereof any additional
shares of Registrable Securities which were requested to be included by a Holder
and which were excluded pursuant to the above-described underwriter limitation
up to the maximum set by such underwriter.
(d) The Company will use its best efforts to do any and all other
acts which may be necessary or advisable to enable each selling Holder to
dispose of the Registrable Securities being sold including, without limitation,
(i) furnishing to each such Holder (x) the number of copies of the registration
statement and of the exhibits and the prospectus contained therein reasonably
requested by each such Holder, and (y) signed counterparts, addressed to each
such Holder, of an opinion of the Company's counsel and a "cold comfort" letter
of the Company's independent certified public accountants with respect to the
matters customarily covered in such documents delivered to underwriters in
underwritten public offerings, (ii) registering or qualifying the Registrable
Securities under the blue sky laws of any state in which the Registrable
Securities are to be sold or obtaining exemptions therefrom; provided, however,
that no blue sky filing shall be required in any state if to do so would require
the Company to qualify to do business or to file a general consent to service of
process in such state and (iii) listing the Registrable Securities to be sold on
a national securities exchange or equivalent.
3. Company Registration.
(a) In addition to the registration rights set forth in Paragraph
2, if at any time or from time to time, the Company shall determine to register
any of its securities, either for its own
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account or the account of a security holder or holders, in a registration
statement covering the sale of Common Stock to the general public pursuant to an
underwritten public offering (except with respect to any registration filed on
Form S-8, Form S-4 or any successor forms thereto), the Company will: (x) give
to each Holder written notice thereof at least ninety (90) days before the
initial filing of such registration (which shall include a list of the
jurisdictions in which the Company intends to attempt to qualify such securities
under the applicable blue sky or other state securities laws), or forty-five
(45) days before filing if such registration is a subsequent registration;
provided, however, in the case of a registration statement on Form S-3, the
Company shall give each Holder written notice of the proposed filing thereof
promptly after a decision to make such filings has been made and in no event
less than ten (10) business days prior to filing; and (y) use its best efforts
to include in such registration (and any related qualification under blue sky
laws) and in any underwriting involved therein, all the Registrable Securities
specified in a written request or requests, made within thirty (30) days after
receipt of such written notice from the Company, by any Holder or Holders,
except as set forth in subparagraph 3(b) below.
(b) The right of any Holder to registration pursuant to this
Paragraph 3 shall be conditioned upon such Holder's participation in the
underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company)
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company, and may, at their
option, require that any or all the representations and warranties by, and the
covenants and other agreements on the part of, the Company to and for the
benefit of such underwriter shall also be made to and for the benefit of such
Holders; provided however, that any underwriter selected hereunder shall not be
an underwriter in which the General Electric Company has a direct or indirect
interest of 5% or more without the consent of GEPT. Such Holders shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriter other than those relating to such Holders and such
Holders' intended methods of distribution. Notwithstanding any other provision
of this Paragraph 3, if the underwriter determines that marketing factors
require a limitation of the number of Registrable Securities to be underwritten,
the underwriter may limit the number of Registrable Securities to be included in
the registration and underwriting; provided, however, that with respect to any
such registration of securities for the account of the Company, the underwriter
may not limit the amount of Registrable Securities included in such registration
and underwriting if other holders of the Company's securities are permitted to
include their securities in such registration and underwriting. The Company
shall so advise all Holders, and the number of shares of Registrable Securities
that may be included in the registration and underwriting shall be allocated
among all Holders thereof in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities requested by such Holders to be
registered. If any Holder disapproves of the terms of any such underwriting, he
may elect to withdraw therefrom by written notice to the Company and the
underwriter. In the event of any such withdrawal, the Company will include, on a
proportionate basis (determined in accordance with the preceding sentence), in
any such registration in lieu thereof any additional Registrable Securities
which were requested to be included by a Holder and which were excluded pursuant
to the above-described underwriter limitation up to the maximum set by such
underwriter.
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4. Expenses of Registration.
All expenses incurred in connection with any registration or
qualification pursuant to this Agreement, including, without limitation, all
registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company and counsel for the Holders, and
expenses and fees of any special audits incidental to or required by such
registration, shall be borne by the Company; provided, however, that (x) the
Company shall not be required to pay for expenses of any registration begun
pursuant to Paragraph 2, the request for which has been subsequently withdrawn
by the Holders and which the Company or any other stockholders do not wish to
continue, in which case, such expenses shall be borne by the Holders requesting
such withdrawal; provided, however, that the Company shall be required to pay
for such expenses if such registration was begun pursuant to Paragraph 2(a) and
the Holders deem such registration to satisfy the Company's obligation with
respect to registering such offering; and (y) the Company in any event shall not
be required to pay fees of legal counsel of the Holders (except for the fees of
one legal counsel of the Holders) or underwriters' discounts or commissions
relating to Registrable Securities (such underwriters' fees, discounts,
commissions or other fees or expenses to be borne by the Holders, on a pro rata
basis, based on the number of Registrable Securities sold by each of them),
except where a partner or employee of a Holder is a director of the Company and
incurs expenses on behalf of the Company with respect to any registration or
qualification in his or her capacity as a director of the Company. In the event
that expenses are to be paid by the Holders, such expenses shall not include (x)
costs of preparing any financial statements or other information normally
prepared by or for the Company in the ordinary course or (y) general overhead
expenses of the Company, including, without limitation, salaries.
5. Registration Procedures.
In the case of each registration effected by the Company pursuant to
this Agreement, the Company will keep each Holder participating therein advised
in writing as to the initiation of such registration (and any state
qualifications) and as to the completion thereof. The Company will: (x) keep
such registration or qualification pursuant to Paragraphs 2 or 3 effective for a
period of ninety (90) days or until all the Holders have completed the
distribution described in the registration statement relating thereto, whichever
last occurs, and (y) furnish such number of prospectuses and other documents
incident thereto as a Holder from time to time may reasonably request.
6. Indemnification.
(a) The Company will indemnify each Holder of Registrable
Securities, each of the Holder's officers, directors, partners and employees,
and each person controlling such Holder, with respect to such registration or
qualification effected pursuant to this Agreement and in which Registrable
Securities are included, against all claims, losses, damages, and liabilities
(or actions in respect thereto) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus,
registration statement or other document incident to any such registration or
qualification, or based on any omission (or alleged omission) to state therein a
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material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of any rule or
regulation promulgated pursuant to any Federal, state or common law rule or
regulation including, without limitation, the Securities Act, applicable to the
Company and relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance and will reimburse each
such Holder, each of such Holder's officers, directors, partners and employees,
and each person controlling such Holder, for any legal and any other expenses
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, including reasonable attorneys' fees; provided,
however, that the Company will not be liable in any such case to the extent that
any such claim, loss, damage or liability arises out of or is based on any
untrue statement or omission based upon and in conformity with written
information furnished to the Company by such Holder, in a signed document
stating that such information is specifically for use therein. Such indemnity
shall be effective notwithstanding any investigation made by or on behalf of any
Holder, or any such officer, director, partner, employee or controlling person,
and shall survive any transfer by the same of any of the Registrable Securities.
(b) Each Holder will, if Registrable Securities held by or
issuable to such Holder are included in the securities as to which such
registration or qualification is being effected, severally and not jointly,
indemnify the Company, each of its directors, officers and employees, against
all claims, losses, damages and liabilities (or actions in respect thereto)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any such registration statement, prospectus or
other document, or 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 will reimburse the Company, such Holders, such
directors, officers, partners, employees, persons or underwriters for any legal
or any other expenses incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, including reasonable attorneys'
fees, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus or other document in reliance
upon and in conformity with written information furnished to the Company by such
Holder in a signed document stating that such information is specifically for
use therein. Notwithstanding the foregoing, the liability of any such Holder
shall not exceed an amount equal to the proceeds realized by each such Holder of
Registrable Securities sold as contemplated herein. Such indemnity shall be
effective notwithstanding any investigation made by or on behalf of the Company,
any such director, officer, partner, employee, or controlling person and shall
survive the transfer of such securities by such seller.
(c) Each party entitled to indemnification under this Paragraph 7
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought. Unless in
the reasonable judgment of the Indemnified Party a conflict of interest may
exist between the Indemnifying Party and the Indemnified Party, the Indemnifying
Party shall be permitted to assume the defense of any such claim or any
litigation resulting therefrom; provided, however, that in any event counsel for
the Indemnifying Party or Indemnified Party who shall conduct the defense of
such claim or litigation as provided above shall
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be approved by the other Party (whose approval shall not be unreasonably
withheld), and such other Party may participate in such defense at such Party's
expense; provided, further, that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Paragraph 6.
(d) The Indemnified Party shall make no settlement of any claim or
litigation which would give rise to liability on the part of the Indemnifying
Party under an indemnity contained in this Paragraph 6 without the written
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld or delayed, and no Indemnifying Party shall make any settlement of any
such claim or litigation without the consent of the Indemnified Party. If a firm
offer is made to settle a claim or litigation defended by the Indemnified Party
and the Indemnified Party notifies the Indemnifying Party in writing that the
Indemnified Party desires to accept and agree to such offer, but the
Indemnifying Party elects not to accept or agree to such offer within ten (10)
days after receipt of written notice from the Indemnified Party of the terms of
such offer, then, in such event, the Indemnified Party shall continue to contest
or defend such claim or litigation and, if such claim or litigation is within
the scope of the Indemnifying Party's indemnity contained in this Paragraph 6,
the Indemnified Party shall be indemnified pursuant to the terms hereof. If a
firm offer is made to settle a claim or litigation defended by the Indemnifying
Party and the Indemnifying Party notifies the Indemnified Party in writing that
the Indemnifying Party desires to accept and agree to such offer, but the
Indemnified Party elects not to accept or agree to such offer within 10 days
after receipt of written notice from the Indemnifying Party of the terms of such
offer, then, in such event, the Indemnified Party may continue to contest or
defend such claim or litigation and, in such event, the total maximum liability
of the Indemnifying Party to indemnify or otherwise reimburse the Indemnified
Party in accordance with this Agreement with respect to such claim or litigation
shall be limited to and shall not exceed the amount of such settlement offer,
plus reasonable out-of-pocket costs and expenses (including reasonable fees and
disbursements of counsel) to the date of notice that the Indemnifying Party
desired to accept such settlement offer.
(e) The indemnification payments required pursuant to this
Paragraph 6 for expenses of the investigation or defense of a claim or lawsuit
shall be made from time to time during the course of the investigation or
defense, as the case may be, upon submission of reasonably sufficient
documentation that any such expenses have been incurred.
7. Information by Holder.
The Holder or Holders of Registrable Securities included in any
registration shall furnish to the Company such written information regarding
such Holder or Holders and the distribution proposed by such Holder or Holders
as the Company may reasonably request in writing and as shall be required in
connection with any registration or qualification referred to in this Agreement.
The Company agrees to include in any such registration statement all information
concerning the Holders and their distribution which the Holders shall reasonably
request.
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8. Securities Act Registration Statements.
The Company shall not file any registration statement under the
Securities Act covering any securities unless it shall first have given the
Holders written notice thereof. The Company further covenants that the Holders
shall have the right, at any time when they may be deemed to be a controlling
person of the Company, to participate in the preparation of such registration
statement and to request the insertion therein of material furnished to the
Company in writing which in the Holders' judgment should be included. In
connection with any registration statement referred to in this subsection, the
Company will indemnify, to the extent permitted by law, the Holders, their
officers, directors, partners and employees and each person, if any, who
controls the Holders within the meaning of Section 15 of the Securities Act,
against all losses, claims, damages, liabilities and expenses caused by any
untrue statement or alleged untrue statement of a material fact contained in any
registration statement or prospectus or any preliminary prospectus or any
amendment thereof or supplement thereto or caused by 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, except insofar as such
losses, claims, damages, liabilities or expenses are caused by any untrue
statement or alleged untrue statement or omission or alleged omission contained
in written information furnished to the Company by the Holders expressly for use
in such registration statement. If, in connection with any such registration
statement, the Holders shall furnish written information to the Company
expressly for use in the registration statement, the Holders, severally and not
jointly, will indemnify, to the extent permitted by law, the Company, its
directors, each of its officers who sign such registration statement and each
person if any, who controls the Company within the meaning of the Securities Act
against all losses, claims, damages, liabilities and expenses caused by any
untrue statement or alleged untrue statement of a material fact or any omission
or alleged omission of a material fact required to be stated in the registration
statement or prospectus or any preliminary prospectus or any amendment thereof
or supplement thereto or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or alleged untrue
statement or such omission or alleged omission is contained in information so
furnished in writing by the Holders for use therein.
9. Filing of Reports Under The Exchange Act.
The Company shall give prompt notice to the Holders of (a) the
filing of any registration statement (an "Exchange Act Registration Statement")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), relating to any class of equity securities of the Company, and (b) the
effectiveness of such Exchange Act Registration Statement and the number of
shares of such class of equity securities outstanding as reported in such
Exchange Act Registration Statement, in order to enable the Holders to comply
with any reporting requirements under the Exchange Act or the Securities Act.
The Company shall, at any time after the Company shall register any shares of
Common Stock under the Securities Act and upon the written request of the
Holders, file an Exchange Act Registration Statement relating to any class of
equity securities of the Company then held by the Holders or issuable upon
conversion or exercise of any class of debt or equity securities or warrants or
options of the Company then held by the Holders, whether or not the class of
equity securities with respect to which such request is made shall be held by at
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least the number of persons which would require the filing of a registration
statement under Section 12(g) of the Exchange Act.
10. Rule 144 Reporting.
With a view to making available to the Holders benefits of certain
rules and regulations of the Securities and Exchange Commission (the "SEC")
which may permit the sale of the Registrable Securities to the public without
registration, the Company agrees that if it becomes subject to the reporting
requirements of either Section 13 of Section 15(d) of the Exchange Act, it will:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, or any successor provision thereto, at
all times;
(b) use its best efforts to file with the SEC in a timely manner
all reports and other documents required of the Company under the Securities Act
and the Exchange Act;
(c) so long as a Holder owns any Registrable Securities (or other
securities of the Company), to furnish to such Holder forthwith upon its request
a written statement by the Company as to the Company's compliance with the
reporting requirements of Rule 144 and of the Securities Act and the Exchange
Act, a copy of the most recent annual or quarterly report of the Company, and
such other reports and documents so filed by the Company as such Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing such Holder to sell any such securities without registration; and take
any further action reasonably requested by a Holder to enable such Holder to
sell its Registrable Securities without registration under Rule 144, under any
successor provision, or any similar rule or regulation promulgated by the SEC
from time to time.
11. Consent; Changes.
For purposes of this Agreement, unless otherwise specifically
provided for hereby, all approvals and consents of the Holders required or
permitted under this Agreement shall be deemed granted by the affirmative vote
of the Holders of greater than sixty percent (60%) of the Registrable Securities
which have not already been registered. The terms and provisions of this
Agreement may not be waived, modified or amended, except that they may be
waived, modified or amended with the written consent of (a) the Company and (b)
the Holders of greater than sixty percent (60%) of the Registrable Securities
which have not already been registered; provided, however, that this Paragraph
11 may not be waived, modified or amended without the written consent of (a) the
Company and (b) all of the Holders.
12. Granting of Registration Rights.
The Company shall not, without the prior written consent of holders
of sixty percent (60%) of the Registrable Securities with respect to the Holders
of the Preferred Stock which have not already been registered, grant any rights
to any persons to register any shares of capital stock
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or other securities of the Company if such rights could reasonably be expected
to conflict with, or be on parity with, the rights of the Holders provided
hereunder.
13. "Lock-Up" Agreement.
If required by the Company and an underwriter of Common Stock or
other securities of the Company, each Holder shall agree not to sell or
otherwise transfer or dispose of any Registrable Securities held by such Holder
for a specified period of time (not to exceed one hundred eighty (180) days)
following the effective date of a primary offering by the Company; provided that
all officers and directors of the Company and all other Holders of 1% of the
shares, enter into similar agreements. Such agreement shall be in writing in a
form satisfactory to the Company and such underwriter. The Company may impose
stop-transfer instructions with respect to the Registrable Securities or other
securities subject to the foregoing restriction until the end of the stand-off
period.
14. Governing Law.
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of North Carolina without reference to the
principles of conflicts of law thereof.
15. Notice.
All notices and other communications required or permitted to be
given in respect of this Agreement shall be deemed to have been given or made if
delivered personally or if mailed by registered or certified mail, return
receipt requested, to the parties at the addresses listed on Schedule 1 hereto,
or, in each case, at such other address or addresses as any party shall
hereafter specify by written notice to the others. All such notices and
communications, if mailed, shall be deemed to have been given on the third
business day after the mailing thereof.
16. Termination.
This Agreement shall terminate with respect to any Holder 90 days
after the effective date of a Registration Statement registering all of such
Holder's Shares under Section 12 of the Securities Act; provided, however, that
the indemnification provisions in Paragraph 6 shall survive the termination of
this Agreement.
17. Third Party Beneficiaries.
It is the intent of the parties hereto that the Investors are third
party beneficiaries of the rights provided to Investors by this Agreement.
18. Counterparts.
This Agreement may be executed in counterparts, each of which shall
be deemed an original and which together shall constitute a single agreement.
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19. Headings.
The headings of the Paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof.
20. Severability.
If any provision or any portion of any provision of this Agreement
shall be held to be void or unenforceable, the remaining portions of this
Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed by their authorized officers as of the day and year first above
written.
COMPANY:
C3, INC.
By: /s/ Jeff N. Hunter
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Jeff N. Hunter, President
THE TRUSTEES OF THE GENERAL
ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
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Alan M. Lewis, Trustee
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