REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated _________, 1999, by and among
Continental Choice Care, Inc, a New Jersey corporation ("CCCI"), and the persons
set forth on Schedule A to this Agreement (the "Purchasers"; each, a
"Purchaser").
W I T N E S S E T H:
WHEREAS, TelaLink Network, Ltd. ("TelaLink") and CCCI, inter alia, are
parties to that certain Agreement and Plan of Merger dated February 5, 1998 (the
"Merger Agreement") pursuant to which TelaLink was merged into a wholly-owned
subsidiary of CCCI (the "Merger"); and
WHEREAS, pursuant to the terms of the Merger Agreement, CCCI issued
1,040,000 shares of CCCI's common stock, no par value ("CCCI Common"), to the
Purchasers as of the effective date of the Merger (the "Effective Subject
Shares"), 600,000 Shares of CCCI Common upon the conversion of TelaLink's Series
A Preferred Shares (the "Preferred Conversion Shares"); an additional 1,540,000
shares of CCCI Common (the "Escrow Shares") into an escrow (the "Escrow")
created pursuant to the terms of that certain Escrow Agreement dated _________,
1999 (the "Escrow Agreement") and in the event such Escrow Shares are released,
an additional 260,000 of CCCI Common shares to be issued (with the Effective
Shares and the Preferred Conversion Shares being referred to collectively herein
as the "Initial Shares"); and
WHEREAS, the parties wish to provide for certain registration rights in
respect of the Effective Shares, the Preferred Conversion Shares and such number
of the Escrow Shares, if any, as may be released from the Escrow (with the
Initial Shares and such of the Escrow Shares as may be released from the Escrow
being referred to collectively herein as the "Subject Shares"); and
WHEREAS, pursuant to the terms of a Stock Purchase Agreement by and
between CCCI and the shareholders of all of the outstanding Common Stock of
TelaLink Acquisitions Corp., a Delaware corporation ("LoanCo"), CCCI issued
150,000 shares of CCCI Common in consideration of the purchase of all of the
outstanding common stock of LoanCo.
NOW, THEREFORE, in consideration of the premises and certain other
consideration in hand paid, the parties hereto agree as follows:
1. DEFINITIONS
In addition to the capitalized terms defined in the preamble to this
Agreement, each of which is incorporated herein by this reference, as used in
this Agreement, the following terms shall have the meanings set forth below:
1.1 "Agreement" shall mean this Registration Rights Agreement, including
all amendments, modifications, supplements, exhibits and schedules hereto, as
the same may be in effect at the time such reference becomes operative.
1.2 "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the federal securities laws.
1.3 "Demand Registration Request" shall have the meaning assigned to it
in subparagraph 3(a) hereof.
1.4 "Equity Securities" shall mean CCCI Common or capital stock of CCCI
exercisable, exchangeable for, or convertible into CCCI Common.
1.5 "Exchange Act" shall mean the federal Securities Exchange Act of
1934, as amended from time to time, and the rules, regulations, decisions and
interpretations promulgated thereunder.
1.6 "Incidental Registration Request" shall have the meaning assigned to
it in subparagraph 2(b) hereof.
1.7 "Maximum Includable Shares" shall mean the maximum number of Subject
Shares, if any, to be offered in a firm commitment underwriting that the
managing underwriter or underwriters (collectively the "Managing Underwriter")
of the proposed offering, in their good faith judgment, deem it practicable to
offer and sell on behalf of selling Purchasers of CCCI, upon the effectiveness
of the Registration Statement. In making such judgment, the Managing
Underwriters may take into account any adverse effect on the price or terms upon
which all securities included in such Registration Statement for the account of
CCCI and the Sellers may be sold.
1.8 "Nasdaq" shall mean The Nasdaq Stock Market, Inc.
1.9 "Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization, association,
corporation, institution, government entity or government or any group comprised
of one or more of the foregoing.
1.10 "Prospectus" shall mean any preliminary prospectus and any final
prospectus (as the same may be amended or supplemented) which constitutes "Part
I" of the Registration Statement filed with the Commission.
1.11 "Register," "registered" and "registration" refer to a securities
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of the
effectiveness of such registration statement.
1.12 "Registration Notice" shall have the meaning assigned to it in
subparagraph 2(a) of this Agreement.
1.13 "Registration Statement" shall mean the form and documents required
to be filed by an issuer in connection with the registration and sale of
securities of such issuer under the Securities Act.
1.14 "Securities Act" shall mean the Federal Securities Act of 1933, as
amended from time to time, and the rules, regulations, decisions and
interpretations promulgated thereunder.
1.15 "Seller" shall mean each holder of Subject Shares for whom Subject
Shares are included or proposed to be included in a Registration Statement filed
or proposed to be filed by CCCI.
2. INCIDENTAL REGISTRATION
(a) Notification of Pending Registration. From and after the
earlier of (i) June 30, 2001 or (ii) the date, if any, upon which all of the
Escrow Shares shall have been released from the Escrow, and subject to any
agreement to which CCCI and Purchaser are parties which otherwise restricts the
transfer of securities, whenever CCCI proposes to file on behalf of one or more
Sellers and CCCI, or on behalf of any of them, a Registration Statement under
the Securities Act on Forms SB, S-1, S-2, or S-3 (or on any other form for the
general registration of securities other than a registration statement on Form
S-4, S-8 or other form which does not include substantially the same information
as would be required in a form for the general registration of securities) with
respect to the Equity Securities, CCCI shall give written notice to each
Purchaser of such intent (a "Registration Notice") at least 30 days before the
filing with the Commission of such Registration Statement. Each Registration
Notice shall set forth the intended method of disposition of the Equity
Securities proposed to be registered and shall offer to include in such
registration such number of Subject Shares then held by the Purchaser as the
Purchaser may request.
(b) Incidental Registration Request. If the Purchaser desires to
have Subject Shares held by him registered pursuant to a Registration Notice,
the Purchaser shall notify CCCI and each other Purchaser in writing within 20
days after the date of receipt of the Registration Notice, setting forth the
number of Subject Shares for which registration is requested by the Purchaser
pursuant to this Paragraph 2 and the intended method of disposition thereof (an
"Incidental Registration Request"). In no event shall the Purchaser deliver, or
CCCI be bound to, an Incidental Registration Request which requests the
registration of less than the lesser of (i) 50,000 Subject Shares or (ii) the
total number of Subject Shares then held by the Purchaser and eligible for
registration under this Agreement.
(c) Incidental Registration of Subject Shares. Upon receipt of an
Incidental Registration Request, CCCI shall thereupon include in such
registration, subject
to the limitation in subparagraph 2(d) below, the number of Subject Shares
proposed to be offered for sale by the Purchaser in accordance with his intended
method of disposition as stated in the Registration Request.
(d) Underwritten Public Offering. If the registration of which
CCCI gives written notice pursuant to Section 2(a) is for a public offering
involving an underwriting, CCCI agrees to so advise the Purchaser as a part of
its written notice. In such event the right of any Purchaser to registration
pursuant to this Section 2 shall be conditioned upon the Purchaser's
participation in such underwriting and the inclusion of such Purchaser's Subject
Shares in the underwriting to the extent provided herein. All Purchasers
proposing to distribute their Subject Shares through such an underwriting agree
to enter into (together with CCCI and the other holders distributing their
securities through such underwriting) an underwriting agreement with the
underwriter or underwriters selected for such underwriting by CCCI, provided
that such underwriting agreement is in customary form and is reasonably
acceptable to such Purchasers holding a majority of the Subject Shares requested
to be included in such registration.
(e) Maximum Includable Subject Shares. If the Purchaser timely
delivers an Incidental Registration Request, CCCI shall, as soon as practicable
after the expiration of the 30-day period provided for in subparagraph (b)
above, furnish the Purchaser with a written statement from its Managing
Underwriter, if any, as to the number of Maximum Includable Shares. If the total
number of CCCI Common proposed to be included in such Registration Statement by
CCCI and all Sellers exceeds the number of Maximum Includable Shares, each
person or entity other than CCCI selling Equity Securities shall reduce the
number of Shares to be sold by him or it on a pro rata basis as nearly as
practicable provided that all such calculations shall be performed on a fully
diluted basis. All Subject Shares and other securities not included in the
Maximum Includable Shares and all other Subject Shares not originally requested
to be so included shall not be included in such registration and shall be
withheld from the public securities markets by the Purchaser for a period which
the Managing Underwriter reasonably determines as necessary to effect the
underwritten public offering.
(f) Registration Rights Inapplicable to Certain Transactions.
Anything contained in this Agreement to the contrary notwithstanding, the right
to require incidental registration of Subject Shares hereunder shall not apply
to a Registration Statement relating to an offering solely for the account of
security holders of a single corporation or group of corporations, or for the
account of CCCI, with respect to securities issued or to be issued by CCCI in
connection with the acquisition of the stock or assets, or the merger or
consolidation, of such corporation or corporations, by or with CCCI, which
Registration Statement is filed by CCCI prior to the closing of such
acquisition, merger or consolidation.
(g) Limitation or Obligations for CCCI. In no event shall CCCI be
required to include Subject Shares in an offering of securities, nor otherwise
comply with the provisions of this Section 2, on more than two occasions.
3. DEMAND REGISTRATION
(a) Demand Registration Request. At any time from and after the
earlier of (i) June 30, 2001 or (ii) the date if any, upon which all of the
Escrow Shares shall have been released from the Escrow and subject to any
agreement to which CCCI and Purchaser are parties which otherwise restricts the
transfer of securities, Purchasers holding not less than an aggregate of 500,000
Subject Shares may deliver to CCCI a notice to the effect that they desire to
have some or all Subject Shares held by them registered under the Securities Act
and such notice shall set forth the number of Subject Shares for which
registration is requested pursuant to this paragraph 3 (a "Demand Registration
Request"). In no event shall the Purchaser deliver, or CCCI be bound to, a
Demand Registration Request which requests the registration of less than the
lesser of (i) 200,000 Subject Shares or (ii) the total number of Subject Shares
then held by the Purchaser and eligible for registration under this Agreement.
(b) Notification to Other Purchasers. Upon its receipt of a
Demand Registration Request from a Purchaser, CCCI shall promptly give written
notice to each other Purchaser that a Demand Registration Request has been made.
CCCI shall include in any Registration Statement such other Purchasers' Subject
Shares for which CCCI has received Demand Registration Requests to register such
Subject Shares within thirty (30) days after the receipt of written notice from
CCCI.
(c) Registration. Upon receipt of a Demand Registration Request,
CCCI shall, as expeditiously as is reasonable, effect the registration under the
Securities Act of the Subject Shares which CCCI has been requested to register
pursuant to the Demand Registration Request to the extent required to permit the
transfer by the Purchaser of the Subject Shares sought to be registered in
accordance with the intended method of transfer described in the Demand
Registration Request. Notwithstanding the foregoing, the right of the Purchaser
to require registration under this Paragraph 3 shall not be exercisable (A) less
than six (6) months following the date upon which a previous Registration
Statement issued in respect of an offering of securities for cash for the
account of CCCI shall have become effective, or (B) within six (6) months
following the date upon which a Registration Notice is first delivered to the
Purchaser if the Registration Statement described therein becomes effective
within ninety (90) days following the date of such Registration Notice.
Notwithstanding anything to the contrary contained in this subparagraph 3(b), in
no event shall the Purchaser be foreclosed from submitting a Demand Registration
Request with respect to Subject Shares pursuant to this paragraph 3 for any
period of more than 12 months. Notwithstanding anything to the contrary
contained in this Section 3, in no event shall CCCI be required to grant a
Demand Registration on more than one occasion.
4. GENERAL
If and whenever CCCI is required by the provisions of this
Agreement to effect the registration of any of the Subject Shares under the
Securities Act or include any Subject Shares in any registration, CCCI shall, as
expeditiously as reasonably possible:
(a) Filing of Registration Statement. Prepare and file with the
Commission a Registration Statement with respect to the Subject Shares and use
its best efforts to cause such Registration Statement to become and remain
effective and prepare and file with the Commission such amendments and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for
the shorter of (i) 90 days or (ii) the completion of the distribution, and to
comply with the provisions of the Securities Act with respect to the disposition
of all Subject Shares covered by such Registration Statement in accordance with
the intended method of disposition of the Subject Shares as set forth in such
Registration Statement for such period.
(b) Copies of Prospectus. Furnish to each Purchaser such number
of copies of the Prospectus contained in such Registration Statement (including
each preliminary prospectus) in conformity with the requirements of the
Securities Act, and such other documents as the Purchaser may reasonably request
in order to facilitate the disposition of the securities owned by the Purchaser;
(c) Blue Sky Registration. (i) Use its best efforts to register
or qualify the Subject Shares covered by such Registration Statement under such
state securities or blue sky laws as a Seller or the Managing Underwriter may
reasonably request, and do any and all other acts and things which may be
reasonably necessary or advisable to enable the Purchaser to consummate the
disposition in such jurisdictions of the Subject Shares held by the Purchaser
during the period provided in subparagraph 4(a) above, except CCCI shall not for
any purpose be required to qualify to do business as a foreign corporation in
any jurisdiction where it is not so qualified;
(d) Information Provided to Purchaser. Notify the Purchaser of
the happening of any event as a result of which the Prospectus contained in such
Registration Statement, as then in effect, includes any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and prepare and furnish to the Purchaser a
reasonable number of copies of any supplement to or amendment of such Prospectus
that may be necessary so that, as thereafter delivered to the purchasers of the
Subject Shares, such Prospectus shall not include any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing; and
(e) Opinion of Counsel. Furnish to the Purchaser an opinion of
Company counsel reasonably satisfactory to the Purchaser to the effect that a
Registration Statement under the Securities Act is then in effect with respect
to the Subject Shares and that the Prospectus included therein complies as to
form in all material respects, except as to financial statements, including
schedules, and other accounting, statistical and financial data, as to which
counsel need express no opinion, with the requirements of the Securities Act.
5. FURTHER TERMS AND CONDITIONS
The obligations of CCCI and the rights of the Purchaser under
this Agreement shall be subject to the following additional terms, conditions
and limitations:
(a) Information Provided by Purchaser. Following any incidental
or Demand Registration Request, the Purchaser shall be required to furnish to
CCCI and to its counsel all relevant information concerning the proposed method
of sale or other distribution by the Purchaser of his Subject Shares, and such
other information as CCCI and its counsel may require to prepare and file a
Registration Statement in accordance with the applicable provisions of the
Securities Act and the rules and regulations promulgated by the Commission
thereunder. If requested by CCCI, such information shall be furnished in
writing.
(b) Suspension of Sales by Purchaser. If, at any time when CCCI
is required to maintain a Registration Statement effective and current with
respect to the Subject Shares held by the Purchaser included within the coverage
thereof, any event or events shall occur which would cause the Prospectus
contained therein, as then amended or supplemented, to be other than in
compliance with the requirements of Section l0 of the Securities Act, CCCI
promptly will give notice thereof to the Purchaser and, upon receipt of such
notice, the Purchaser shall immediately cease and desist from effecting any
sales of the Subject Shares until the Purchaser shall have received notice from
CCCI that such sales again may be effected together with copies of a Prospectus
which has been amended or supplemented so as to conform to the requirements of
said Section 10. Upon the occurrence of any such event, CCCI promptly shall use
its best efforts to prepare and file with the Commission a post-effective
amendment to the Registration Statement, or a post-effective amendment or
supplement to the Prospectus, so that the Prospectus, as so amended or
supplemented, will comply with the requirements of Section 10 of the Securities
Act. The time periods during which the Registration Statement shall remain
effective pursuant to the provisions of subparagraph 4(a) of this Agreement
shall be extended by a period of time equal to the period of time during which
the Purchaser shall have ceased and desisted from selling Subject Shares in
accordance with the terms of this subparagraph.
(c) CCCI shall not be required to register any Subject Shares on
behalf of the Purchaser to the extent such Subject Shares may then be sold
without restrictive legend in compliance with all of the terms of Rule 144 under
the Securities Act and CCCI takes such steps (including the payment of fees to
its legal counsel for the issuance of all necessary opinions and the delivery of
all necessary documentation) as are necessary or appropriate to permit the
transfer of such Subject Shares under such Rule.
6. EXPENSES
If and whenever CCCI includes Subject Shares in any offering or
files a Registration Statement on behalf of one or more Purchasers, CCCI shall
pay all fees and expenses arising out of or related to the preparation,
registration, filing, exchange or Nasdaq listing, distribution, printing,
amendment and supplementing of a Registration Statement
including, without limitation, all legal and accounting fees, (other than legal
fees of Purchaser's counsel in connection with such registration and the
underwriting compensation required by the next succeeding sentence to be paid by
the Purchasers). Each Seller shall pay its pro rata share of underwriting fees,
commissions, expenses, discounts and transfer taxes.
7. INDEMNIFICATION
In the event of the registration of any Subject Shares under the
Securities Act pursuant to this Agreement, CCCI agrees to indemnify and hold
harmless the Purchaser, each underwriter, if any, of the Subject Shares, and
each Person who controls such underwriter from and against any and all losses,
claims, demands, damages or liabilities, joint or several, to which such
indemnitee may become subject under the Securities Act or the common law or
otherwise, insofar as such losses, claims, demands, damages or liabilities (or
actions in respect thereof, actual or threatened) arise out of or are based upon
any untrue statement of any material fact provided by CCCI and contained in any
Registration Statement under which such Subject Shares were registered under the
Securities Act, or any Prospectus or preliminary prospectus contained therein,
or any amendment or supplement thereto, or arising out of or are based upon the
omission or alleged omission by CCCI to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and will reimburse each such indemnitee for any legal or any other expenses
reasonably incurred by such indemnitee in connection with defending any such
loss, claim, demand, damage, liability or action; provided, however, that CCCI
will not be liable in any such case to the extent that any such loss, claim,
demand, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in such
Registration Statement, such Prospectus or preliminary prospectus or such
amendment or supplement in reliance upon and in conformity with information
furnished to CCCI by the Purchaser, underwriter or controlling Person and
provided further, however, that this indemnification with respect to any
preliminary prospectus shall not inure to the benefit of any such underwriter
(or any person who so controls such underwriter) for any such loss, claim,
demand, damage, liability or action asserted by a Person who purchased any
Subject Shares from such underwriter if a copy of the final Prospectus was not
delivered or given to such Person by such underwriter at or prior to the written
confirmation of the sale to such Person.
In the event of the registration of any Subject Shares under the
Securities Act pursuant to this Agreement, the Purchaser agrees to indemnify and
hold harmless and to use its best efforts to cause each underwriter, if any, of
such Subject Shares and each Person who controls the Purchaser or any such
underwriter to indemnify and hold harmless CCCI, each Person who controls CCCI,
each of its officers who signs the Registration Statement, and each director and
officer of CCCI from and against any and all losses, claims, demands, damages or
liabilities, joint or several, to which such indemnitee may become subject under
the Securities Act or the common law or otherwise insofar as such losses,
claims, demands, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement under which such Subject
Shares were registered under the Securities Act, any Prospectus or
preliminary prospectus contained therein, or amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, which untrue statement or alleged untrue
statement or omission or alleged omission was made therein in reliance upon and
in conformity with, information furnished to CCCI by the Purchaser, controlling
Person or underwriter, specifically for use in connection with the preparation
thereof; and will reimburse each such indemnitee for any legal or other expenses
reasonably incurred by it in connection with defending any such loss, claim,
demand, damage, liability or action.
Promptly after receipt by an indemnitee of notice of the commencement of
any action, such indemnitee will, if a claim in respect thereof is to be made
against an indemnitor, give written notice to such indemnitor of the
commencement thereof, but the omission so to notify the indemnitor will not
relieve such indemnitor from any liability which it may have to any indemnitee
other than pursuant to the provisions of this Paragraph 7. In case any such
action is brought against any indemnitee, and such indemnitee notifies any
indemnitor of the commencement thereof, such indemnitor will be entitled to
participate in, and to the extent that it may wish, jointly with any other
indemnitor similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnitee and after notice from the indemnitor to such
indemnitee of its election so to assume the defense thereof, the indemnitor will
not be liable to such indemnitee for any legal or other expenses subsequently
incurred by such indemnitee in connection with the defense thereof, other than
the reasonable cost of investigation.
CCCI and the Purchaser agree that, and the Purchaser agrees to use its
best efforts to cause each underwriter, if any, of Subject Shares and each
Person who controls the Purchaser or any such underwriter to agree that if the
indemnification to be provided above is unavailable or insufficient to hold
harmless an indemnified party as provided above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, demands, damages or liabilities referred to above
in such proportion as is appropriate to reflect the relative fault of CCCI, the
Purchaser and the underwriters, if any, in connection with the statements or
omissions which resulted in such losses, claims, demands, damages or liabilities
as well as any other relevant equitable considerations. The relative fault 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 CCCI, the Purchaser; or to
the underwriters' and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The amount paid by an indemnified party as a result of the losses,
claims, demands, damages or liabilities referred to in the first sentence of
this paragraph shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this paragraph. Notwithstanding the
provisions of this paragraph, no underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Subject
Shares underwritten by it, and offered and distributed to the public, exceeds
the amount of any damages which such underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
8. ASSIGNMENT
In no event shall this Agreement or the rights granted hereby be
assigned by the parties, except by the express written consent of each Purchaser
with respect to a proposed assignment by CCCI or in accordance with the
provisions of Section 11(a) hereof.
9. GOVERNING LAW
In all respects, including all matters of construction, validity and
performance, this Agreement and the obligations arising hereunder shall be
governed by, and construed in accordance with, the laws of the State of New
Jersey applicable to contracts made and performed in such state, and any
applicable laws of the United States of America.
10. NOTICES
Except as otherwise provided herein, whenever it is provided herein that
any notice, demand, request, consent, approval or other communication shall or
may be given to or served upon any party by any other, or whenever any party
desires to give or serve upon another party communication with respect to this
Agreement, each such notice, demand, request, consent, approval, or other
communication shall be in writing and either shall be delivered in person with
receipt acknowledged or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
(a) If to the Purchaser, at the address of such Purchaser appearing on
the books and records of CCCI.
(b) If to CCCI, at
Continental Choice Care, Inc.
P.O. Box 99
25-B Vreeland Road, Suite 201
Florham Park, New Jersey
Attn: President
With copies to
Reed Smith Shaw & McClay LLP
One Riverfront Plaza
Newark, New Jersey 07102
Attn: Gerard S. DiFiore, Esq.
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly given or served on the date on which personally delivered,
with receipt acknowledged, or three (3) days after the same shall have been
deposited in the United States mail for overnight delivery or delivered to a
courier service for overnight delivery. Failure or delay in delivering copies of
any notice, demand, request, consent, approval, declaration or other
communication to the persons designated above to receive copies shall in no way
adversely affect the effectiveness of such notice, demand, request, consent,
approval, declaration or other communication.
11. MISCELLANEOUS
(a) Notwithstanding the restriction set forth in Section 8
hereof, all the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto, whether so expressed or not and, in particular,
shall inure to the benefit of and be enforceable by the Purchaser. Subject to
the immediately preceding sentence, this Agreement shall not run to the benefit
of or be enforceable by any Person other than a party to this Agreement and its
successors and assigns; provided, however, that (i) registration rights under
this Agreement may only be assigned in connection with a transfer by a Purchaser
of at least 100,000 Subject Shares and (ii) such assignment shall not be
effective unless and until notice of the assignment has been delivered to CCCI.
(b) None of the terms or provisions of this Agreement may be
waived, altered, modified or amended except in writing duly signed for and on
behalf of the parties hereto.
(c) The paragraph headings contained in this Agreement are and
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.
(d) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
(e) The preamble to this Agreement and each schedule, annex and
exhibit to this Agreement are incorporated into this Agreement by this reference
as if set forth herein in their entirety.
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed as of the day and year first above written.
CONTINENTAL CHOICE CARE, INC.
By:
------------------------------
Steven L. Trenk, President
PURCHASERS
Benchmark Equity Group, Inc.
By:
-------------------------------
Frank M. DeLape, President
- -----------------------------------
Harry S. Bennett
- -----------------------------------
Edward Bridges
- -----------------------------------
Christopher Efird
TRIDENT III, LLC
By:
--------------------------------
Schedule A
Purchasers
Name Address
Benchmark Equity Group, Inc. 700 Gemini
Houston, TX 77058
Harry S. Bennett 30 Butternut Lane
Basking Ridge, N.J. 07920
Edward Bridges 1655 North Fort Myer Drive
Arlington, VA 22209
Christopher Efird 5202 Stamper Way
Houston, TX 77056
Frank M. DeLape 700 Gemini
Houston, TX 77058
Trident III, LLC c/o Benchmark Equity Group, Inc.
700 Gemini
Houston, TX 77058