BBM HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT
REGISTRATION
RIGHTS AGREEMENT (this “Agreement”)
is
entered into as of January __, 2009 by and among BBM Holdings, Inc., a Utah
corporation (the “Company”)
and
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“SH”).
WHEREAS,
the Company and SH desire to enter into that certain Agreement for Purchase
and
Sale of Assets (the “Asset
Purchase Agreement”),
whereby the Company will purchase certain assets of SH in exchange for the
issuance of a warrant (the “Warrant”);
WHEREAS,
the terms of the Asset Purchase Agreement provide that it shall be a condition
precedent to the closing of the transactions thereunder for the Company and
SH
to execute and deliver this Agreement; and
WHEREAS,
capitalized terms used herein and not otherwise defined are defined in the
Asset
Purchase Agreement.
NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto hereby agree as follows:
1. Definitions.
The
following terms shall have the meanings provided below:
“Blue
Sky”
shall
have the meaning assigned thereto in Section 3(d)(vi) hereof.
“Common
Stock”
shall
mean the common stock, $.0001 par value, of the Company authorized as of the
date hereof.
“Correspondence”
shall
have the meaning assigned thereto in Section 7(d) hereof.
“Exchange
Act”
shall
mean the Securities Exchange Act of 1934, as amended, and all of the rules
and
regulations promulgated thereunder.
“Holder”
shall
mean SH.
“Nasdaq”
means
the Nasdaq Global Market, Nasdaq Global Select Market or Nasdaq Capital
Market.
“Other
Registrable Securities”
shall
have the meaning assigned thereto in Section 8.
“Own”
shall
mean to own beneficially, as that term is defined in the rules and regulations
of the SEC.
“Permitted
Transfer”
means
a
transfer by SH (i) by gift to his or her spouse or to the siblings, lineal
descendants, or parents of SH or of his spouse or to any entity of which such
Person or Persons are the sole beneficiaries; (ii) in the case of any
transferee under clause (i) that is a trust, to a successor trustee or trustees
of any trust established for one or more of the persons specified in
clause (i) above; and (iii) upon the death of SH, to SH's heirs,
executors, administrators, testamentary trustees, legatees or
beneficiaries.
“QPO”
shall
mean a firm commitment underwritten public offering of shares of Common Stock
with gross proceeds of at least $8 million.
“Registrable
Shares”
shall
mean the shares of Common Stock of the Company issuable to Holder pursuant
to
the terms of the Warrant.
“Registration”
shall
have the meaning assigned thereto in Section 3(a) hereof.
“Registration
Expenses”
shall
mean all expenses incurred in connection with the registration of the
Registrable Shares pursuant to this Agreement, including without limitation
all
registration and qualification and filing fees, printing expenses, fees and
disbursements of counsel for the Company, and the reasonable fees and
disbursements of counsel for the selling Holders.
“Rule
144”
shall
mean Rule 144 promulgated under the Securities Act and any successor or
substitute rule, law or provision.
“SEC”
shall
mean the Securities and Exchange Commission.
“Securities
Act”
shall
mean the Securities Act of 1933, as amended, and all of the rules and
regulations promulgated thereunder.
“Selling
Expenses”
shall
mean all underwriting discounts, brokerage and selling commissions applicable
to
the sale of Registrable Shares, including customary underwriters’
cutbacks.
“Subsequent
Registration Statements”
shall
have the meaning assigned thereto in Section 3(k).
2. Effectiveness.
This
Agreement shall become effective upon the Closing of the Asset Purchase
Agreement.
3. Incidental
Registration.
(a)
Filing
of Registration Statement.
If the
Company at any time proposes to register any of its Common Stock (a
“Registration”)
under
the Securities Act (other than pursuant to a QPO or a registration statement
on
Form S-4 or Form S-8 or any successor forms thereto, in connection with an
offer
made solely to existing securityholders or employees of the Company), for sale
to the public, it will, on each such occasion, give prompt written notice to
all
Holders of its intention to do so, which notice shall be given to the Holder
at
least thirty (30) days prior to the date that a registration statement relating
to such registration is proposed to be filed with the SEC. Upon the written
request of the Holder to include the Registrable Shares under such registration
statement (which request shall be made within fifteen (15) days after the
receipt of any such notice and shall specify the Registrable Shares intended
to
be disposed of by Holder), the Company will use its best efforts to effect
the
registration of all Registrable Shares that the Company has been so requested
to
register by Holder; provided, however, that if, at any time after giving written
notice of its intention to register any Common Stock and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register such Common Stock,
the Company may, at its election, give written notice of such determination
to
Holder and, thereupon, shall be relieved of its obligation to register any
Registrable Shares of such persons in connection with such
registration.
(b)
Selection
of Underwriters.
Notice
of the Company’s intention to register such Common Stock shall designate the
proposed underwriters of such offering (which shall be one or more underwriting
firms of recognized standing) and shall contain the Company’s agreement to use
its best efforts, if requested to do so, to arrange for such underwriters to
include in such underwriting the Registrable Shares that the Company has been
so
requested to sell pursuant to this Section 3, it being understood that the
Holder of Registrable Shares shall have no right to select different
underwriters for the disposition of the Registrable Shares.
(c)
Priority
on Incidental Registrations.
If the
managing underwriter shall advise the Company in writing (with a copy to the
Holder of Registrable Shares requesting sale) that, in such underwriter’s
opinion, the number of shares of Common Stock requested to be included in such
Registration exceeds the number that can be sold in such offering within a
price
range acceptable to the Company (such writing to state the basis of such opinion
and the approximate number of shares of Common Stock that may be included in
such offering without such effect), the Company will include in such
Registration, to the extent of the number of shares of Common Stock that the
Company is so advised can be sold in such offering:
first,
the
shares that the Company proposes to issue and sell for its own account,
and
second,
Other
Registrable Securities of the Company requested to be included in such
Registration and the Registrable Shares requested to be sold by the Holder,
allocated among the holders of the Registrable Shares and Other Registrable
Securities pro
rata
in
accordance with the amount of such securities requested to be
registered.
(d)
Registration
Procedures.
The
Company will use its best efforts to effect each Registration, and to cooperate
with the sale of Registrable Shares in accordance with the intended method
of
disposition thereof, as quickly as practicable, and the Company will as
expeditiously as possible:
(i) subject
to the proviso to Section 3(a), prepare and file with the SEC the registration
statement and use its best efforts to cause the Registration to become
effective; provided, however, that before filing any registration statement
or
prospectus or any amendments or supplements thereto, the Company will furnish
to
the Holder of the Registrable Shares covered by such registration statement,
their counsel, and the underwriters, if any, and their counsel, successive
drafts of all such documents proposed to be filed at such times as will permit
a
reasonable period for the review thereof; the Company will not file any
registration statement or amendment thereto or any prospectus or any supplement
thereto (including such documents incorporated by reference) to which the Holder
shall reasonably object based on their review of such drafts;
(ii) subject
to the proviso to Section 3(a), prepare and file with the SEC such amendments
and post-effective amendments to any registration statement and any prospectus
used in connection therewith as may be necessary to keep such registration
statement effective until the earlier of (i) one hundred twenty (120) days
following the effective date of such registration statement or (ii) the sale
of
all Registrable Shares covered thereby, and to comply with the provisions of
the
Securities Act with respect to the disposition of all Registrable Shares covered
by such registration statement; and cause the prospectus to be supplemented
by
any required prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 under the Securities Act;
(iii)
furnish
to the Holder of the Registrable Shares included in such Registration and the
underwriter or underwriters, if any, without charge, at least one (1) signed
copy of the registration statement and any post-effective amendment thereto,
upon request, and such number of conformed copies thereof and such number of
copies of the prospectus (including each preliminary prospectus and each
prospectus filed under Rule 424 under the Securities Act), any amendments or
supplements thereto and any documents incorporated by reference therein, as
the
Holder or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Shares being sold by Holder (it being understood
that the Company consents to the use of the prospectus and any amendment or
supplement thereto by the Holder of the Registrable Shares covered by such
registration statement and the underwriter or underwriters, if any, in
connection with the offering and sale of the Registrable Shares covered by
the
prospectus or any amendment or supplement thereto);
(iv) notify
the Holder of the Registrable Shares of any stop order or other order suspending
the effectiveness of any registration statement issued or threatened by the
SEC
in connection therewith, and take all reasonable actions required to prevent
the
entry of such stop order or to remove it or obtain its withdrawal at the
earliest possible moment if entered;
(v) if
requested by the managing underwriter or underwriters, if any, or the Holder
of
the Registrable Shares in connection with any sale pursuant to a registration
statement, promptly incorporate in a prospectus supplement or post-effective
amendment such information relating to such underwriting as the managing
underwriter or underwriters, if any, or the Holder reasonably requests to be
included therein; and make all required filings of such prospectus supplement
or
post-effective amendment as soon as practicable after being notified of the
matters incorporated in such prospectus supplement or post-effective
amendment;
(vi) on
or
prior to the date on which a Registration is declared effective, use its best
efforts to register or qualify, and cooperate with the Holder of the Registrable
Shares included in such Registration, the underwriter or underwriters, if any,
and their counsel, in connection with the registration or qualification of,
the
Registrable Shares covered by such Registration for offer and sale under the
securities or Blue Sky laws of each state and other jurisdiction of the United
States as Holder or the managing underwriter, if any, reasonably requests in
writing; use its best efforts to keep each such registration or qualification
effective, including through new filings, or amendments or renewals, during
the
period such registration statement is required to be kept effective; and do
any
and all other acts or things necessary or advisable to enable the disposition
in
all such jurisdictions reasonably requested by the Holder of the Registrable
Shares covered by such Registration; provided, however, that the Company will
not be required to qualify generally to do business in any jurisdiction where
it
is not then so qualified or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so
subject;
(vii)
in
connection with any sale pursuant to a Registration, cooperate with the Holder
of the Registrable Shares and the managing underwriter or underwriters, if
any,
to facilitate the timely preparation and delivery of certificates (not bearing
any restrictive legends) representing securities to be sold under such
Registration, and enable such securities to be in such denominations and
registered in such names as the managing underwriter or underwriters, if any,
or
Holder may request;
(viii)
use
its
best efforts to cause the Registrable Shares to be registered with or approved
by such other governmental agencies or authorities within the United States
and
having jurisdiction over the Company or any Subsidiary as may reasonably be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such
securities;
(ix) notify
each seller of Registrable Shares covered by such Registration, upon discovery
that, or upon the happening of any event as a result of which, the prospectus
included in such Registration, as then in effect, includes an 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, and promptly
prepare, file with the SEC and furnish to such seller a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the purchasers or prospective purchasers
of
such securities, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or
necessary to make the statements therein not misleading in the light of the
circumstances under which they are made;
(x) otherwise
comply with all applicable rules and regulations of the SEC, and make generally
available to its security holders (as contemplated by section 11(a) under the
Securities Act) an earnings statement satisfying the provisions of Rule 158
under the Securities Act no later than ninety (90) days after the end of the
twelve (12) month period beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the registration
statement, which statement shall cover said twelve (12) month
period;
(xi) provide
and cause to be maintained a transfer agent and registrar for all Registrable
Shares covered by each Registration from and after a date not later than the
effective date of such Registration; and
(xii) cause
all
Registrable Shares covered by such Registration (A) to be listed on each
securities exchange on which similar equity Securities issued by the Company
are
then listed; (B) if listed on Nasdaq, use its best efforts to secure designation
of all such Registrable Shares covered by such registration statement as a
Nasdaq “national market system security” within the meaning of Rule 11Aa2-1
promulgated by the SEC under the Exchange Act, or, failing that, to secure
Nasdaq authorization for such Registrable Shares; and (C) , if not so listed,
to
arrange for at least two market makers to register as such with respect to
such
Registrable Shares with the Financial Industry Regulatory
Authority.
The
Company may require the Holder of the Registrable Shares that will be included
in such Registration to furnish the Company with such information as the Company
may reasonably request in writing and as is required by applicable laws or
regulations.
(e)
Reasonable
Investigation.
The
Company shall:
(i) give
the
Holder of the Registrable Shares and its counsel and accountants the opportunity
to participate in the preparation of the registration statement, each prospectus
included therein or filed with the SEC and each amendment thereof or supplement
thereto;
(ii) give
the
Holder reasonable opportunities to discuss the business of the Company with
its
officers, counsel and the independent public accountants who have certified
its
financial statements;
(iii) make
available for inspection by the Holder of the Registrable Shares included in
any
Registration, any underwriter participating in any disposition pursuant to
any
Registration, and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company; and
(iv) cause
the
Company’s officers, directors and employees to supply all information reasonably
requested by any such person in connection with such Registration;
in
each
such case, as shall be reasonably necessary, in the opinion of the Holder or
such underwriter, to enable it to conduct a “reasonable investigation” within
the meaning of the section 11(b)(3) of the Securities Act and to satisfy the
requirement of reasonable care imposed by section 12(a)(2) of the Securities
Act.
4.
Indemnification;
Contribution.
(a) Indemnification
by the Company.
The
Company shall indemnify, to the fullest extent permitted by law, the Holder
of
the Registrable Shares, its officers, directors and agents, if any, and each
person, if any, who controls the Holder within the meaning of section 15 of
the
Securities Act, against all losses, claims, damages, liabilities (or proceedings
in respect thereof) and expenses (under the Securities Act or common law or
otherwise), joint or several, resulting from any violation by the Company of
the
provisions of the Securities Act or any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or
prospectus (and as amended or supplemented if amended or supplemented) or any
preliminary prospectus 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 (in the case of any prospectus, in light of the circumstances
under which they were made) not misleading, except to the extent that such
losses, claims, damages, liabilities (or proceedings in respect thereof) or
expenses are caused by any untrue statement or alleged untrue statement
contained in or by any omission or alleged omission from information concerning
the Holder of the Registrable Shares furnished in writing to the Company by
the
Holder expressly for use therein. If the offering pursuant to any registration
statement provided for under this Section 3 is made through underwriters, no
action or failure to act on the part of such underwriters (whether or not such
underwriter is an affiliate of the Holder of the Registrable Shares) shall
affect the obligations of the Company to indemnify the Holder of the Registrable
Shares or any other person pursuant to the preceding sentence.
(b) Indemnification
by the Holder.
In
connection with any registration statement in which the Holder of the
Registrable Shares is participating, the Holder, severally and not jointly,
shall indemnify, to the fullest extent permitted by law, the Company, each
underwriter (if the underwriter so requires) and their respective officers,
directors and agents, if any, and each person, if any, who controls the Company
or such underwriter within the meaning of section 15 of the Securities Act,
against any losses, claims, damages, liabilities (or proceedings in respect
thereof) and expenses resulting from 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
preliminary prospectus or any amendment thereof or supplement thereto or
necessary to make the statements therein (in the case of any prospectus, in
light of the circumstances under which they were made) not misleading, but
only
to the extent that such untrue statement is contained in or such omission is
from information concerning the Holder furnished in writing by the Holder
expressly for use therein; provided, however, that the Holder’s obligations
hereunder shall be limited to an amount equal to the proceeds to the Holder
of
the Registrable Shares sold pursuant to such registration
statement.
(c) Control
of Defense.
Any
person entitled to indemnification under the provisions of this Section 3(f)
shall give prompt notice to the indemnifying party of any claim with respect
to
which it seeks indemnification and unless in such indemnified party’s reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, permit such indemnifying party
to
assume the defense of such claim, with counsel reasonably satisfactory to the
indemnified party; and if such defense is so assumed, such indemnifying party
shall not enter into any settlement without the consent of the indemnified
party
if such settlement attributes liability to the indemnified party and such
indemnifying party shall not be subject to any liability for any settlement
made
without its consent (which shall not be unreasonably withheld); and any
underwriting agreement entered into with respect to any registration statement
provided for under this Agreement shall so provide. In the event an indemnifying
party shall not be entitled (or elects not) to assume the defense of a claim,
such indemnifying party shall not be obligated to pay the fees and expenses
of
more than one counsel or firm of counsel for all parties indemnified by such
indemnifying party in respect of such claim, unless in the reasonable judgment
of any such indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties in respect to such
claim.
(d) Contribution.
If for
any reason the foregoing indemnity is unavailable, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as
a
result of such losses, claims, damages, liabilities or expenses:
(i) in
such
proportion as is appropriate to reflect the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other;
or
(ii) if
the
allocation provided by clause (A) above is not permitted by applicable law
or
provides a lesser sum to the indemnified party than the amount hereinafter
calculated, in such proportion as is appropriate to reflect not only the
relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other but also the relative fault of the indemnifying
party and the indemnified party as well as any other relevant equitable
considerations. Notwithstanding the foregoing, the Holder of the Registrable
Shares shall not be required to contribute any amount in excess of the amount
the Holder would have been required to pay to an indemnified party if the
indemnity under Section 3(f)(ii) were available. 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. The obligation of any person to contribute
pursuant to this Section 3(f) shall be several and not joint.
(e) Timing
of Payments.
An
indemnifying party shall make payments of all amounts required to be made
pursuant to the foregoing provisions of this Section 3(g) to or for the account
of the indemnified party from time to time promptly upon receipt of bills or
invoices relating thereto or when otherwise due or payable.
(d) Survival.
The
indemnity and contribution agreements contained in this Section 3(f) shall
remain in full force and effect regardless of any investigation made by or
on
behalf of the Holder of the Registrable Shares, its officers, directors, agents
or any person who control the Holder as aforesaid, and shall survive the
transfer of such Registrable Shares by the Holder.
5.
Holdback
Agreements.
In
connection with each underwritten sale of Registrable Shares, each of the
Company and the Holder agrees to enter into customary holdback agreements
concerning sale or distribution of the Registrable Shares, provided, however,
that the holdback period is for no more than 180 days during any 12 month
period.
6.
Other
Registration of Common Stock.
If any
shares of Common Stock required to be reserved for purposes of conversion of
any
class of Common Stock into any other class of Common Stock require registration
with or approval of any governmental authority under any federal or state law
(other than the Securities Act) before such shares may be issued upon
conversion, the Company will, at its expense and as expeditiously as possible,
use its best efforts to cause such shares to be duly registered or approved,
as
the case may be.
7.
Availability
of Information.
At any
time that any class of the Company’s Common Stock is registered under section
12(b) or section 12(g) of the Exchange Act, the Company will comply with the
reporting requirements of sections 13 and 15(d) of the Exchange Act (whether
or
not it shall be required to do so pursuant to such sections) and will comply
with all other public information reporting requirements of the SEC from time
to
time in effect. In addition, the Company shall file such reports and
information, and shall make available to the public and to the Holder of the
Registrable Shares such information, as shall be necessary to permit the Holder
to offer and sell the Registrable Shares pursuant to the provisions of Rules
144
and 144A promulgated under the Securities Act. The Company will also cooperate
with Holder in supplying such information as may be necessary for Holder to
complete and file any information reporting forms presently or hereafter
required by the SEC as a condition to the availability of an exemption from
the
registration provisions of the Securities Act in connection with the sale of
any
Registrable Shares. The Company will furnish to the Holder, promptly upon their
becoming available, copies of all financial statements, reports, notices and
proxy statements sent or made available generally by the Company to its
stockholders, and copies of all regular and periodic reports and all
registration statements and prospectuses filed by the Company with any
securities exchange or with the SEC.
8.
Other
Registrable Securities.
Holder
acknowledges that the Company may permit its other holders of securities,
whether pursuant to an agreement or otherwise, to include shares of Common
Stock
or other securities of the Company (the “Other
Registrable Securities”)
in a
Registration.
9.
Subsequent
Registration Statements.
In the
event the amount of shares covered by a Registration is limited by the SEC,
the
Company: (i) shall register the maximum number of Registrable Shares and Other
Registrable Securities permitted by the SEC, allocated among the Holder and
the
holders of Other Registrable Securities in proportion to the amount previously
included in the Registration, and (ii) shall file additional registration
statements (the “Subsequent
Registration Statements”)
covering the balance of the Registrable Shares and Other Registrable Securities
as soon as practicable in light of SEC positions, rules and regulations. The
Company shall use its best efforts to cause any and all Subsequent Registration
Statements to become effective within seventy five (75) days after each such
filing.
10. Expenses
of Registration.
All
expenses incurred in connection with a Registration of the Registrable Shares
pursuant to this Agreement, including without limitation all registration and
qualification and filing fees, printing expenses, fees and disbursements of
counsel for the Company, shall be borne by the Company. The Company shall not
be
responsible for the fees and disbursements of counsel for the Holder. All
Selling Expenses shall be borne by the Holder of the Registrable Shares so
registered and sold.
11. Miscellaneous.
(a)
Transferability;
Assignability of Agreement and Registration Rights.
Neither
this Agreement nor the registration rights granted hereunder shall be
transferable or assignable by SH other than in a Permitted
Transfer.
(b)
Entire
Agreement; Amendments.
This
Agreement constitutes the entire agreement and understanding of the parties
with
respect to the subject matter hereof, and supersedes any and all prior
negotiations, correspondence, agreements or understandings with respect to
the
subject matter hereof. This Agreement may not be amended, modified or
terminated, and no rights or provisions may be waived, except with the written
consent of the Holder and the Company.
(c)
Governing
Law.
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York without regard to principles of conflicts of
law.
Each party hereby irrevocably consents and submits to the jurisdiction of any
New York State or United States Federal Court sitting in the State of New York,
County of New York, over any action or proceeding arising out of or relating
to
this Agreement and irrevocably consents to the service of any and all process
in
any such action or proceeding by registered mail addressed to such party at
its
address specified herein (or as otherwise noticed to the other party). Each
party further waives any objection to venue in New York and any objection to
an
action or proceeding in such state and county on the basis of forum
non conveniens.
Each
party also waives any right to trial by jury.
(d)
Notices.
Any
notices, reports or other correspondence (hereinafter collectively referred
to
as “correspondence”) required or permitted to be given hereunder shall be given
in writing and shall be deemed effectively given upon (a) personal delivery,
(b)
delivery by fax (with answer back confirmed), or (c) two business days after
mailing by recognized overnight courier (such as Federal Express), addressed
to
a party at its address or sent to the fax number provided below or at such
other
address or fax number as such party may designate by three days’ advance notice
to the other party.
All
correspondence to the Company shall be addressed as follows:
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO and President
Fax:
▇▇▇-▇▇▇-▇▇▇▇
with
a
copy to:
▇▇▇▇
& Hessen LLP
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇▇
All
correspondence to Holder shall be addressed as follows:
▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
[Address]
Fax:
_________
(e)
Injunctive
Relief.
The
parties acknowledge and agree that in the event of any breach of this Agreement,
remedies at law may be inadequate, and each of the parties hereto shall be
entitled to seek specific performance of the obligations of the other parties
hereto and such appropriate injunctive relief as may be granted by a court
of
competent jurisdiction.
(f)
Attorney’s
Fees.
If any
action at law or in equity is necessary to enforce or interpret any of the
terms
of this Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.
(g)
Severability.
If any
provision of this Agreement is held by a court of competent jurisdiction to
be
unenforceable under applicable law, such provision shall be replaced with a
provision that accomplishes, to the extent possible, the original business
purpose of such provision in a valid and enforceable manner, and the balance
of
the Agreement shall be interpreted as if such provision were so modified and
shall be enforceable in accordance with its terms.
(h)
Counterparts.
This
Agreement may be executed in a number of counterparts, any of which together
shall for all purposes constitute one Agreement, binding on all the parties
hereto notwithstanding that all such parties have not signed the same
counterpart.
SIGNATURE
PAGE TO BBM HOLDINGS, INC.
IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date and year first above written.
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By:
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Name:
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Title:
President and CEO
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