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Exhibit 10.2
Registration Rights Agreement Between MediaX Corp. and CTI II
Limited
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 6, 2000,
and is entered into by and between CTI II Limited, a corporation organized and
existing under the laws of Bermuda (the "Investor"), and MediaX Corporation, a
Nevada corporation (the "Company"). Terms not defined herein shall have the
meanings ascribed to them in the Purchase Agreement (as defined below).
WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Investor is purchasing from the Company, pursuant to a Securities
Purchase Agreement dated the date hereof (the "Purchase Agreement"), 1,059,322
shares of Series A Convertible Preferred Stock of the Company;
WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Investor is receiving from the Company a Stock Purchase Warrant
dated the date hereof pursuant to which Investor shall have the right to
purchase up to 1,059,322 shares of Common Stock of the Company (the "Warrant");
and
WHEREAS, the Company desires to grant to the Investor the
registration rights set forth herein with respect to 1,059,322 shares of Common
Stock issuable upon conversion of the Series A Preferred Stock and 1,059,322
shares of Common Stock issuable upon exercise of the Warrant (and such
indeterminate number of additional shares of Common Stock as may be issued
pursuant to certain the anti-dilution adjustments set forth in the Company's
Certificate of Designation with respect to the Series A Preferred Stock and
Common Stock issuable upon exercise of the Warrant ("Additional Securities"))
(collectively hereinafter referred to as the "Stock" or "Securities" of the
Company).
NOW, THEREFORE, the parties hereto mutually agree as follows:
Section 1. Registrable Securities. As used herein the term
"Registrable Security" means the Securities until (i) the Registration Statement
has been declared effective by the SEC, and all Securities have been disposed of
pursuant to the Registration Statement, (ii) all Securities have been sold under
circumstances under which all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the Securities Act ("Rule 144") are met,
or (iii) all Securities have been otherwise transferred to holders who may trade
such Securities without restriction under the Securities Act, and the Company
has delivered a new certificate or other evidence of ownership for such
Securities not bearing a restrictive legend. The term "Registrable Securities"
means any and/or all of the securities falling within the foregoing definition
of a "Registrable Security." In the event of any merger, reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the Common Stock, such adjustment shall be deemed to be made in the
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definition of "Registrable Security" as is appropriate in order to prevent any
dilution or enlargement of the rights granted pursuant to this Agreement.
Section 2. Restrictions on Transfer. Investor acknowledges and
understands that prior to the registration of the Securities as provided herein,
the Securities are "restricted securities" as defined in Rule 144 promulgated
under the Act. Investor understands that no disposition or transfer of the
Securities may be made by Investor in the absence of (i) an opinion of counsel
to the Investor, in form and substance reasonably satisfactory to the Company,
that such transfer may be made without registration under the Securities Act,
pursuant to Regulation S or another exemption, or (ii) registration under the
Securities Act.
With a view to making available to the Investor the
benefits of Rule 144 under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell
securities of the Company to the public without registration ("Rule 144"), the
Company agrees and acknowledges that the Company currently is, and will remain:
(a) in compliance with the provisions of paragraph (c)(1)
of Rule 144; and
(b) filing with the SEC in a timely manner all reports and
other documents required to be filed with the SEC pursuant to Section 13 or
15(d) under the Exchange Act by companies subject to either of such sections,
irrespective of whether the Company is then subject to such reporting
requirements.
Section 3. Registration Rights With Respect to the Securities.
(a) The Company agrees that it will prepare and file with
the SEC, within thirty (30) days after the date hereof, a registration
statement(s) (on Form S-1, S-3, SB-2, or other appropriate form of registration
statement) under the Securities Act (the "Registration Statement"), at the sole
expense of the Company (except as provided in Section 3(d) hereof), so as to
permit a public offering and resale of the Securities under the Securities Act
by the Investor.
The Company shall use its best efforts to cause the Registration
Statement to become effective within sixty (60) days from the date hereof, or,
if earlier, within five (5) days of SEC clearance of the Company's request for
acceleration of effectiveness. The number of shares designated in the
Registration Statement to be registered shall be all of the Securities and the
shares of Common Stock otherwise owned by Investor on the filing date. The
Company will immediately notify Investor of the effectiveness of the
Registration Statement(s).
(b) In case the Company shall receive from Investor a
written request that the Company effect a registration, qualification or
compliance with respect to shares of Securities not previously registered
pursuant to this Agreement, for any reason, the Company will, within sixty (60)
days, use its best efforts to effect such registration,
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qualification or compliance (including, without limitation, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act and any other governmental requirements or regulations) as may be so
requested and as would permit or facilitate the sale and distribution of all or
such portion of such Securities as are specified in such request.
(c) The Company will maintain the Registration Statement
or post-effective amendment filed under this Section 3 effective under the
Securities Act until the earlier of the date that (i) none of the Securities
covered by such Registration Statement are or may become issued and outstanding,
(ii) all of the Securities have been sold pursuant to such Registration
Statement, or (iii) all Securities have been otherwise transferred to persons
who may trade such shares without restriction under the Securities Act, and the
Company has delivered a new certificate or other evidence of ownership for such
securities not bearing a restrictive legend (the "Effectiveness Period").
(d) All fees, disbursements and out-of-pocket expenses and
costs incurred by the Company and the Investor in connection with the
preparation and filing of the Registration Statement pursuant to this Agreement
and in complying with applicable securities and Blue Sky laws (including,
without limitation, all attorneys' fees of the Company) shall be borne by the
Company. The Investor shall only bear the cost of underwriting and/or brokerage
discounts, fees and commissions, if any, applicable to the Securities being
registered. The Investor and its counsel shall have a reasonable period, not to
exceed ten (10) Trading Days, to review and revise the proposed Registration
Statement or any amendment thereto, prior to filing with the SEC, and the
Company shall provide Investor with copies of any comment letters received from
the SEC with respect thereto, as well as any correspondence from the Company or
its counsel or accountants to the SEC, including in all instances, all exhibits,
attachments and references thereto, within two (2) Trading Days of receipt or
transmittal thereof. The Company shall qualify any of the Securities in such
states as Investor reasonably designates and shall furnish indemnification in
the manner provided in Section 6 hereof. The Company at its expense will supply
the Investor with copies of the applicable Registration Statement and the
prospectus included therein and other related documents in such quantities as
may be reasonably requested by the Investor.
(e)(i) If the Registration Statement shall not have become
effective, for any reason, within sixty (60) days from the date hereof (the
"Effectiveness Target"), each holder of Registrable Securities shall have the
right to have all or any portion of the Registrable Securities held thereby
repurchased by the Company (such right being referred to herein as the "Put
Right") at a price per share equal to the higher of (i) the average closing sale
price for a share of the Company's Common Stock as listed on the
over-the-counter bulletin board of the National Association of Securities
Dealers for the 10 consecutive Trading Days immediately preceding the
Effectiveness Target or (ii) the original purchase price of such Registrable
Securities (such average sale price being referred to herein as the "Stipulated
Price").
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(ii) The Put Right shall be exercisable by each holder of
Registrable Securities (the "Selling Holder") by delivering written notice
thereof (the "Put Notice") to the Company by no later than 30 days after the
Effectiveness Target. Each Put Notice shall indicate the number of shares of
Registrable Securities to be repurchased and the date on which the repurchase is
to be effected, which date shall be no less than 5 and no more than 15 business
days after the date of the Put Notice.
(iii) On the applicable repurchase date, (A) the Selling
Holder shall deliver to the Company the certificate or certificates evidencing
the shares of stock indicated in the Put Notice, (B) the Company shall pay to
the Selling Holder, by cashier's check or wire transfer in immediately available
funds, an amount equal to the Stipulated Share Price multiplied by the number of
shares tendered; and (C) if the certificate or certificates tendered shall not
include all of the Registrable Securities then held by the Selling Holder, the
Company shall instruct its transfer agent in writing to issue a new certificate
evidencing the remaining Registrable Securities held by such Selling Holder as
promptly as practicable (and in any event within 3 business days) after the
Repurchase Date and the Company shall provide the Selling Holder with a copy of
such written instructions.
(iv) Nothing in this Section 3(e), nor any exercise of the
Put Right contemplated hereby, shall in any way affect Company's obligations to
register the Registrable Securities in accordance with this Section 3.
(f) Nothing contained in this Agreement, including
registration of the Securities, shall require or obligate the Investor to take
any action with respect to the Securities, including conversion, exercise or
disposition thereof.
Section 4. Cooperation with Company. The Investor will cooperate
with the Company in all respects in connection with this Agreement, including
timely supplying all information reasonably requested by the Company (which
shall include all information regarding the Investor and proposed manner of sale
of the Registrable Securities required to be disclosed in any Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing their obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering, subject
to the prior approval of counsel to the Investor. Nothing in this Agreement
shall obligate any Investor to consent to be named as an underwriter in any
Registration Statement. The obligation of the Company to register the
Registrable Securities shall be absolute and unconditional as to those
Securities which the SEC will permit to be registered without naming the
Investor as underwriters. Any delay or delays caused by the Investor by failure
to cooperate as required hereunder shall not constitute a default.
Section 5. Registration Procedures. If and whenever the Company
is required by any of the provisions of this Agreement to effect the
registration of any of the Registrable Securities under the Act, the Company
shall (except as otherwise provided in this Agreement), as expeditiously as
possible, subject to the Investor's assistance and cooperation as reasonably
required with respect to each Registration Statement:
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(a) (i)prepare and file with the SEC such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement
whenever the Investor shall desire to sell or otherwise dispose of the same
(including prospectus supplements with respect to the sales of securities from
time to time in connection with a registration statement pursuant to Rule 415
promulgated under the Act) and (ii) take all lawful action such that each of (A)
the Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading and (B) the prospectus forming part of the Registration Statement,
and any amendment or supplement thereto, does not at any time during the
Registration Period include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;
(b) (i)prior to the filing with the SEC of any
Registration Statement (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies thereof to the Investor as required by Section 3(c) and reflect in such
documents all such comments as the Investor (and their counsel) reasonably may
propose and (ii) furnish to each Investor such numbers of copies of a prospectus
including a preliminary prospectus or any amendment or supplement to any
prospectus, as applicable, in conformity with the requirements of the Securities
Act, and such other documents, as such Investor may reasonably request in order
to facilitate the public sale or other disposition of the securities owned by
such Investor;
(c) register and qualify the Registrable Securities
covered by the Registration Statement under such other securities or Blue Sky
laws of such jurisdictions as the Investor shall reasonably request (subject to
the limitations set forth in Section 3(c) above), and do any and all other acts
and things which may be necessary or advisable to enable each Investor to
consummate the public sale or other disposition in such jurisdiction of the
securities owned by such Investor;
(d) list such Registrable Securities on the Principal
Market, if the listing of such Registrable Securities is then permitted under
the rules of such Principal Market and provide copies of all correspondence to
or from such Principal Market to Investor;
(e) notify each Investor at any time when a prospectus
relating thereto covered by the Registration Statement is required to be
delivered under the Securities Act, of the happening of any event of which it
has knowledge as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
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then existing, and the Company shall prepare and file a curative amendment under
Section 5(a) hereof as quickly as commercially possible;
(f) as promptly as practicable after becoming aware of
such event, notify each Investor who holds Registrable Securities being sold
(and, in the event of an underwritten offering, the managing underwriters) of
the issuance by the SEC of any stop order or other suspension of the
effectiveness of the Registration Statement at the earliest possible time and
take all lawful action to effect the withdrawal, recession or removal of such
stop order or other suspension;
(g) cooperate with the Investor to facilitate the timely
preparation and delivery of certificates for the Registrable Securities to be
offered pursuant to the Registration Statement and enable such certificates for
the Registrable Securities to be in such denominations or amounts, as the case
may be, as the Investor reasonably may request and registered in such names as
the Investor may request; and, within three (3) Trading Days after a
Registration Statement which includes Registrable Securities is declared
effective by the SEC, deliver and cause legal counsel selected by the Company to
deliver to the transfer agent for the Registrable Securities (with copies to the
Investor) an appropriate instruction and, to the extent necessary, an opinion of
such counsel;
(h) take all such other lawful actions reasonably
necessary to expedite and facilitate the disposition by the Investor of their
Registrable Securities in accordance with the intended methods therefor provided
in the prospectus which are customary for issuers to perform under the
circumstances;
(i) in the event of an underwritten offering, promptly
include or incorporate in a prospectus supplement or post-effective amendment to
the Registration Statement such information as the managers reasonably agree
should be included therein and to which the Company does not reasonably object
and make all required filings of such prospectus supplement or post-effective
amendment as soon as practicable after it is notified of the matters to be
included or incorporated in such Prospectus supplement or post-effective
amendment; and
(j) maintain a transfer agent and registrar for its Common
Stock.
Section 6. Indemnification.
(a) To the maximum extent permitted by law, the Company
agrees to indemnify and hold harmless the Investor and each person, if any, who
controls an Investor within the meaning of the Securities Act (each a
"Distributing Investor") against any losses, claims, damages or liabilities,
joint or several (which shall, for all purposes of this Agreement, include, but
not be limited to, all reasonable costs of defense and investigation and all
reasonable attorneys' fees and expenses), to which the Distributing Investor may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any
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Registration Statement, or any related final prospectus 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; provided, however, that
the Company will not be liable in any such case to the extent, and only to the
extent, that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such Registration Statement, preliminary prospectus, final
prospectus or amendment or supplement thereto in reliance upon, and in
conformity with, written information furnished to the Company by the
Distributing Investor, its counsel or affiliates, specifically for use in the
preparation thereof, which written information is not subsequently modified to
correct any untrue statement or omission. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) To the maximum extent permitted by law, each
Distributing Investor agrees that it will indemnify and hold harmless the
Company, and each officer and director of the Company or person, if any, who
controls the Company within the meaning of the Securities Act, against any
losses, claims, damages or liabilities (which shall, for all purposes of this
Agreement, include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees and expenses) to which the
Company or any such officer, director or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in any Registration Statement, or any related final prospectus or amendment or
supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but in each case
only to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission was made in such Registration Statement, final
prospectus or amendment or supplement thereto in reliance upon, and in
conformity with, written information furnished to the Company by such
Distributing Investor, its counsel or affiliates, specifically for use in the
preparation thereof, which written information is not subsequently modified to
correct any untrue statement or omission. This indemnity agreement will be in
addition to any liability which the Distributing Investor may otherwise have.
Notwithstanding anything to the contrary herein, the Distributing Investor shall
be liable under this Section 6(b) for only that amount as does not exceed the
net proceeds to such Distributing Investor as a result of the sale of
Registrable Securities pursuant to the Registration Statement.
(c) Promptly after receipt by an indemnified party under
this Section 6 of notice of the commencement of any action against such
indemnified party, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the commencement thereof; but the omission to
so notify the indemnifying party will not relieve the indemnifying party from
any liability which it may have to any indemnified party except to the extent
the failure of the indemnified party to provide such written notification
actually prejudices the ability of the indemnifying party to defend such action.
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the
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commencement thereof, the indemnifying party will be entitled to participate in,
and, to the extent that it may wish, jointly with any other indemnifying party
similarly notified, assume the defense thereof, subject to the provisions herein
stated and after notice from the indemnifying party to such indemnified party of
its election to so assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation, unless the
indemnifying party shall not pursue the action to its final conclusion. The
indemnified parties as a group shall have the right to employ one separate
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall not be at the expense of the
indemnifying party if the indemnifying party has assumed the defense of the
action with counsel reasonably satisfactory to the indemnified party unless (i)
the employment of such counsel has been specifically authorized in writing by
the indemnifying party, or (ii) the named parties to any such action (including
any impleaded parties) include both the indemnified party and the indemnifying
party and the indemnified party shall have been advised by its counsel that
there may be one or more legal defenses available to the indemnifying party
different from or in conflict with any legal defenses which may be available to
the indemnified party or any other indemnified party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party, it being understood, however, that the
indemnifying party shall, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the indemnified party,
which firm shall be designated in writing by the indemnified party). No
settlement of any action against an indemnified party shall be made without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld so long as such settlement includes a full release of
claims against the indemnified party.
All fees and expenses of the indemnified party (including
reasonable costs of defense and investigation in a manner not inconsistent with
this Section and all reasonable attorneys' fees and expenses) shall be paid to
the indemnified party, as incurred, within ten (10) Trading Days of written
notice thereof to the indemnifying party (regardless of whether it is ultimately
determined that an indemnified party is not entitled to indemnification
hereunder; provided, that the indemnifying party may require such indemnified
party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such indemnified party is not entitled to
indemnification hereunder).
Section 7. Contribution. In order to provide for just and
equitable contribution under the Securities Act in any case in which (i) the
indemnified party makes a claim for indemnification pursuant to Section 6 hereof
but is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that the express provisions of
Section 6 hereof provide for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any indemnified party,
then the Company and the applicable Distributing Investor shall contribute to
the aggregate losses, claims, damages or liabilities
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to which they may be subject (which shall, for all purposes of this Agreement,
include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees and expenses), in either such
case (after contribution from others) on the basis of relative fault 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 the Company on the one hand
or the applicable Distributing Investor on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Investor
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 7. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
Notwithstanding any other provision of this Section 7, in no event shall
any Investor be required to undertake liability to any person under this Section
7 for any amounts in excess of the dollar amount of the proceeds received by
such Investor from the sale of such Investor's Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) pursuant to
any Registration Statement under which such Registrable Securities are
registered under the Securities Act.
Section 8. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and shall be delivered as set forth in the Purchase Agreement.
Section 9. Assignment. This Agreement is binding upon and inures
to the benefit of the parties hereto and their respective heirs, successors and
permitted assigns. The rights granted the Investor under this Agreement may be
assigned to any purchaser of any of the Registrable Securities from Investor.
Section 10. Additional Covenants of the Company. The Company
agrees that at such time as it otherwise meets the requirements for the use of
Securities Act Registration Statement on Form S-3 for the purpose of registering
the Registrable Securities, it shall file all reports and information required
to be filed by it with the SEC in a timely manner and take all such other action
so as to maintain such eligibility for the use of such form.
Section 11. Counterparts/Facsimile. This Agreement may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which, when together shall constitute but one and the same
instrument, and shall become effective when
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one or more counterparts have been signed by each party hereto and delivered to
the other parties. In lieu of the original, a facsimile transmission or copy of
the original shall be as effective and enforceable as the original.
Section 12. Remedies. The remedies provided in this Agreement are
cumulative and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction.
Section 13. Conflicting Agreements. The Company shall not enter
into any agreement with respect to its securities that is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement or
otherwise prevents the Company from complying with all of its obligations
hereunder.
Section 14. Headings. The headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
Section 15. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of California applicable
to contracts and without regard to its principles of conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on the day and year first above written.
Dated: December 6, 2000
MEDIAX CORPORATION
By: /s/ Rainer Poertner
---------------------------------
Name: Rainer Poertner
Title: Chairman
CTI II LIMITED
By: /s/ Ng Keh Long
---------------------------------
Name: Ng Keh Long
Title: President