EXHIBIT 10.24
VIRTUAL MORTGAGE NETWORK, INC.
MASTER REGISTRATION RIGHTS AGREEMENT
THIS MASTER REGISTRATION RIGHTS AGREEMENT (this "Agreement") which
shall be effective as of September 9, 1996, is made and entered into by and
among Virtual Mortgage Network, Inc., a Nevada corporation (the "Company"), and
the investors whose names and addresses are set forth on the signature pages
hereto (the "Investors"). In consideration of the mutual covenants and
agreements herein contained, the parties, intending to be legally bound, hereby
agree as follows:
1. Definitions. For purposes of this Agreement:
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(a) the term "AGF Common Stock" means the 250,000 shares of
Common Stock issued to American Growth Fund I, LP, a California limited
partnership ("AGF"), on March 21, 1995;
(b) the term "AGF Warrants" refers to the warrant to purchase
175,000 shares of Common Stock granted to AGF on March 21, 1995;
(c) the term "bona fide public offering" means an underwritten
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public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended ("1933 Act"), covering the offer and
sale of Common Stock of the Company in which aggregate proceeds to the
Company and the Investors exceed $10,000,000;
(d) the term "Common Stock" means the Company's authorized
voting common stock, $.001 par value, and any class of securities issued in
exchange for the Common Stock or into which the Common Stock is converted;
(e) the term "Holder" means any person owning of record
Registrable Securities or any permitted assignee thereof in accordance with
Section 11 hereof;
(f) the term "Initiating Holders" means the Holders of 60% or
more of the Registrable Securities then outstanding;
(g) the term "Registrable Securities" means: (i) the shares of
Common Stock owned by Holders; (ii) any Common Stock issued or to be issued
pursuant to
conversion of any shares of Series A Preferred Stock; (iii) any Common
Stock issued or to be issued upon exercise of the AGF Warrants and (v) any
Common Stock issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
Common Stock, Series A Preferred Stock or AGF Warrants, excluding in all
cases, however, any Series A Preferred Stock, the AGF Warrants and any
shares of Common Stock issued upon exercise of the AGF Warrants or upon
conversion of the Series A Preferred Stock that are sold by a Holder in a
transaction in which its rights under this Agreement are not assigned or
which may be freely sold without registration under the 1933 Act and
without regard to any restrictions set forth in Rule 144 under the 1933
Act;
(h) the term "Registration Expenses" means all reasonable fees
and disbursements of one counsel to the Holders (as a group) and all
expenses incurred by the Company in complying with Sections 2, 3 and 14
hereof, including, without limitation, all registration and filing fees,
underwriters' expense allowances, printing expenses, fees and disbursements
of counsel for the Company, blue sky fees and expenses, and the expense of
any special audits incident to or required by any such registration (but
not including the compensation of regular employees of the Company which
shall be paid in any event by the Company);
(i) the terms "register," "registered" and "registration" refer
to a registration effected by preparing and filing a registration
statement or similar document in compliance with 1933 Act, and the declara-
tion or ordering of the effectiveness of such registration statement or
document by the Securities and Exchange Commission;
(j) the term "Selling Expenses" means all underwriting discounts
and selling commissions applicable to the sale of Registrable Securities
and the fees and disbursements of any counsel, other than the primary
counsel to the Holders, engaged by the Holders;
(k) the term "Series A Preferred Stock" refers to the Company's
authorized Series A Preferred Stock, $.001 par value; and
(l) the number of shares of Registrable Securities "then
outstanding" shall be the number of
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shares of Common Stock outstanding which are, and the number of shares of
Common Stock which upon issuance of then exercisable or convertible
securities will be, Registrable Securities.
2. Demand Registration Rights.
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(a) Notwithstanding any other provision of this Agreement, the
holders of AGF Common Stock and the AGF Warrants (or shares of Common Stock
issued upon exercise of the AGF Warrants) shall not be entitled to demand
registration rights under this Section 2 or Section 14 and shall not be
deemed Holders for purposes of this Section 2 and Section 14, and the AGF
Common Stock and the shares of Common Stock issuable upon exercise of the
AGF Warrants shall be excluded from the definition of Registrable
Securities for purposes of this Section 2 and Section 14.
(b) If the Company shall receive, at any time commencing after
the consummation of the initial bona fide public offering, a written
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request from the Initiating Holders with respect to the Registrable
Securities, that the Company file a registration statement under the 1933
Act covering the registration of at least 60% of the Registrable Securities
then out standing (or any lesser percentage if the anticipated aggregate
offering price, net of underwriting discounts and commissions, would exceed
$5,000,000), the Company shall promptly give written notice of such request
(together with a list of the jurisdictions in which the Initiating Holders
intend to attempt to qualify such securities under applicable state
securities laws) to all Holders and shall as soon as practicable, subject
to the limitations of this Section 2, effect the registration under the
1933 Act of all such Registrable Securities which the Initiating Holders
request to be registered, together with all of the Registrable Securities
of any other Holder or Holders who so request by notice to the Company
which is given within 30 days after the notice from the Company described
above. Notwithstanding the foregoing, if the Company shall furnish to the
Initiating Holders a certificate signed by the President of the Company
stating that in the good faith judgment of the Board of Directors it would
be seriously detrimental to the Company for a registration statement to be
filed in the near future, then the Company's obligation to use its best
efforts to file a registration statement shall be deferred for a period not
to exceed 180 days; provided, however, that the Company shall not obtain
such a deferral more than once in any 12-month period.
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(c) If the Initiating Holders intend to distribute the
Registrable Securities covered by their re quest by means of an
underwriting, they shall so advise the Company as a part of their request
made pursuant to this Section 2 and the Company shall include such in-
formation in the written notice referred to in Section 2(b). In such
event, the right of any Holder to include its Registrable Securities in
such registration shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities
in the underwriting (unless otherwise mutually agreed by a majority in
interest of the Initiating Holders, by the underwriter, by the Company, and
by such Holder) to the extent provided herein.
(d) All Holders proposing to distribute their securities through
such underwriting (together with the Company as provided in Section 4(e))
shall enter into an underwriting agreement in customary form with the
representative of the underwriter or under writers selected for such
underwriting by a majority in interest of the Initiating Holders and
reasonably acceptable to the Company. Notwithstanding any other provisions
of this Section 2, if the underwriter advises the Initiating Holders in
writing that marketing factors require a limitation of the number of
shares to be underwritten, the Initiating Holders shall so advise all
Holders of Registrable Securities, and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall
be allocated among all Holders thereof pro rata based on the number of
shares for which registration was requested. No Registrable Securities
excluded from the underwriting by reason of the underwriter's marketing
limitation shall be included in such registration. If any Holder of
Registrable Securities disapproves of the terms of the underwriting, such
person may elect to withdraw therefrom by written notice to the Company,
the underwriter and, unless otherwise provided, the Initiating Holders.
The securities so withdrawn shall also be withdrawn from registration. If
the under writer has not limited the number of Registrable Securities to be
underwritten, the Company may include its securities for its own account in
such registration if the underwriter so agrees and if the number of
Registrable Securities which would otherwise have been included in such
registration and underwriting will not thereby be limited.
(e) The Company is obligated to effect only two demand
registrations for the Holders pursuant to this Section 2.
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3. Piggy-back Registration Rights. If, at any time, the Company
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proposes to register (including for this purpose a registration effected by the
Company for other stockholders other than at the time of the Company's initial
public offering) any of its securities under the 1933 Act in connection with the
public offering of such securities solely for cash (other than a registration
form relating to: (i) a registration of a stock option, stock purchase or
compensation or incentive plan or of stock issued or issuable pursuant to any
such plan, or a dividend investment plan; (ii) a registration of securities
proposed to be issued in exchange for securities or assets or in connection with
a merger or consolidation; or (iii) a registration of securities proposed to be
issued in exchange for or upon exercise or conversion of other securities of the
Company), the following provisions apply:
(a) If such registration is made in connection with the initial
public offering of the Company's Common Stock in a bona fide public
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offering, the Company shall promptly give each Holder of the AGF Common
Stock and the AGF Warrants written notice of such registration together
with a list of the jurisdictions in which the Company intends to attempt to
qualify such securities under applicable state securities laws. Upon the
written request of any Holder of the AGF Common Stock or the AGF Warrants
within 30 days after receipt of such written notice from the Company in
accordance with Section 18, the Company shall, subject to the provisions of
Section 7 (in the case of an underwritten offering), cause to be registered
under the 1933 Act all of the Registrable Securities relating to the AGF
Common Stock and the Common Stock issuable upon exercise of the AGF
Warrants that each such Holder has requested to be registered.
(b) If such registration is made following the consummation of
the initial public offering of the Company's Common Stock in a bona fide
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public offering, the Company shall, each such time, promptly give each
Holder (including each Holder of the AGF Common Stock and the AGF Warrants
that were not sold in connection with the initial public offering of the
Company's Common Stock, if any) written notice of such registration
together with a list of the jurisdictions in which the Company intends to
attempt to qualify such securities under applicable state securities laws.
Upon the written request of any Holder given within 30 days after receipt
of such written notice from the Company in accordance with Section 18, the
Company shall, subject to the provisions of Section 7 (in the case of an
underwritten offering), cause to be
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registered under the 1933 Act all of the Registrable Securities that each
such Holder has requested to be registered.
4. Obligations of the Company. Whenever required under this
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Agreement to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Securities and Exchange Commission
("SEC") a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become effective, and, upon the request of the Holders of a majority of the
Registrable Securities registered thereunder, keep such registration
statement effective for up to 180 days;
(b) Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with
such registration statement as may be necessary to comply with the
provisions of the 1933 Act with respect to the disposition of all
securities covered by such registration statement;
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them;
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under the securities laws of such
jurisdictions as the Company believes shall be reasonably appropriate for
the distribution of the securities covered by the registration statement
and such jurisdictions as the Holders participating in the offering shall
reasonably request, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such jurisdiction,
and further provided that (anything in this Agreement to the contrary
notwithstanding with respect to the bearing of expenses) if any
jurisdiction in which the securities shall be qualified shall require that
expenses incurred in connection with the qualification of the securities in
that jurisdiction be borne by selling stockholders and provided there is
no exemption from such requirement by reason of the
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Company's obligation to pay such expenses pursuant to the foregoing
provisions of this Section 4, such expenses shall be payable by the selling
Holders pro rata, to the extent required by such jurisdiction; and
(e) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement with terms
generally satisfactory to the managing underwriter of such offering. Each
Holder participating in such underwriting shall also enter into and perform
its obligations under such an agreement.
5. Furnish Information. It shall be a condition precedent to the
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obligations of the Company to take any action pursuant to this Agreement that
the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities. In that connection, each selling Holder shall
be required to represent to the Company that all such information which is given
is both complete and accurate in all material respects.
6. Expenses of Registration. All Registration Expenses incurred in
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connection with any registration, qualification or compliance pursuant to this
Agreement shall be borne by the Company, and all Selling Expenses shall be borne
by the Holders of the securities so registered pro rata on the basis of the
number of shares so registered.
7. Underwriting Requirements. The right of any Holder to
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"piggyback" in an underwritten public offering of the Company's securities
pursuant to Section 3 shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and any other holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for underwriting by the Company.
Notwithstanding any other provision of Section 3 and this Section 7, if the
under writer determines that marketing factors require a limitation of the
number of shares to be underwritten, and
(a) if such registration is the first registered offering of the
sale of the Company's securities to the public, the underwriter may exclude
some or all of the Registrable Securities from such
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registration and underwriting, provided that the securities of the Company
held by officers or directors and by stockholders (other than the Holders
of the AGF Common Stock and the Common Stock issuable upon exercise of the
AGF Warrants ("Priority Holders")) shall be excluded from such registration
to the extent so required, and if a limitation of the number of shares is
still required, such shares held by the Priority Holders shall be excluded.
The persons that are permitted to sell Common Stock following such
limitation shall be permitted to sell their Common Stock in proportion, as
nearly as practicable, to the total number of shares held by such persons
at the time of the filing of the registration statement and requested to be
included in the registration, and
(b) if such registration is other than the first registered
offering of the sale of the Company's securities to the public, the
underwriter may exclude some or all Registrable Securities from such
registration and underwriting, provided, that the underwriter may only
exclude Registrable Securities if no other stockholder of the Company is
participating in the registration and underwriting. Any reduction in the
number of Registrable Securities included in such registration shall be
borne first by any officers or directors and by stockholders other than the
Priority Holders to the extent so required, and if a limitation of the
number of shares is still required, such shares held by the Priority
Holders shall be excluded. The persons that are permitted to sell Common
Stock following such limitation shall be permitted to sell their Common
Stock in proportion, as nearly as practicable, to the total number of
shares held by such persons at the time of the filing of the registration
statement and requested to be included in the registration
If any Holder disapproves of the terms of any such underwriting, it may elect to
withdraw therefrom by written notice to the Company and the underwriter. Any
Registrable Securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.
8. Delay of Registration. No Holder shall have any right to obtain
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or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
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9. Indemnification. If any Registrable Securities are included in
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a registration statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the officers, directors and partners of each
Holder, any underwriter (as defined in the ▇▇▇▇ ▇▇▇) for such Holder and
each person, if any, who controls such Holder or underwriter within the
meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended
(the "1934 Act"), against any losses, claims, damages, or liabilities
(joint or several) to which they or any of them may become subject under
the 1933 Act, the 1934 Act or any other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect
thereof) arise from or are based upon any of the following statements,
omissions or violations (collectively a "Violation") (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto; (ii)
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; or (iii) any violation or alleged violation by the Company of
the 1933 Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the 1933 Act, the 1934 Act or any state
securities law; and the Company will reimburse each such Holder, officer,
director or partner, underwriter or controlling person for any legal or
other expenses reasonably incurred by them in connection with investi-
gating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section 9
shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the
prior written consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that
it arises from or is based upon a violation which occurs in reliance upon
and in conformity with written information furnished expressly for use in
connection with such registration by any such Holder, underwriter or
controlling person.
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the
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Company, each of its directors, each of its officers who have signed the
registration statement, each person, if any, who controls the Company
within the meaning of the 1933 Act, any underwriter (within the meaning of
the ▇▇▇▇ ▇▇▇) for the Company, any person who controls such underwriter,
any other Holder selling securities in such registration statement or any
of its directors or officers or any person who controls such Holder against
any losses, claims, damages or liabilities (joint or several) to which the
Company or any such director, officer, controlling person, or under writer
or other such Holder or director, officer or controlling person may become
subject, under the 1933 Act, the 1934 Act or any other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise from or are based upon any Violation, in each case
to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each
such Holder will reimburse any legal or other expenses reasonably incurred
by the Company or any such director, officer, controlling person,
underwriter or controlling person, other Holder, officer, director or
controlling person in connection with investigation or defending any such
loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 9 shall not apply to amounts
paid in settlement of any such loss, claim damage, liability or action if
such settlement is effected without the prior written consent of the Holder
which consent shall not be unreasonably withheld.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 9
is applicable but for any reason is held to be unavailable from the Company
or any Holder, the Company and the Holders participating in the
registration shall contribute to the aggregate losses, claims, damages and
liabilities (including any investigation, legal and other expenses incurred
in connection with, and any amount paid in settlement of, any action, suit
or proceeding or any claims asserted) to which the Company and the
participating Holders may be subject in such proportion so that the
participating Holders are responsible for that portion of the foregoing
amount represented by the ratio of the proceeds received by the
participating Holders in the offering to the total proceeds received from
the offering by the Company and all selling stockholders, and the Company
shall be responsible for the portion represented by the ratio of
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proceeds received by the Company to the total proceeds received by the
Company and all selling stockholders; provided, however, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the ▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this
Section 9(c), each person, if any, who controls the Company or any Holder
within the meaning of the 1933 Act, each officer of the Company who shall
have signed the registration statement and each director of the Company
shall have the same rights to contribution as the Company.
(d) No settlement shall be effected without the prior written
consent of the Holders participating in a registration unless (i) the
obligations of the Company for indemnification or contribution pursuant to
this Agreement survive and are not extinguished by reason of the settlement
and remain in full force and effect under applicable federal and state
laws, rules, regulations and orders or (ii) all claims and actions against
the participating Holders and each person who controls a participating
holder within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act are extinguished by the settlement and the indemnifying party
obtains a full release of all claims and actions against the participating
Holders and each such control person, which release shall be to the
reasonable satisfaction of the participating Holders.
(e) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commence ment of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 9,
notify the indemnifying party in writing of the commencement thereof and
the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the
fees and expenses to be paid by the indemnifying party, if representation
of such indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or potential differing interests
between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to notify an indemnifying party
within a reasonable time of the commencement of any such action, to the
extent prejudicial to its ability to defend such action, shall
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relieve such indemnifying party of any liability to the indemnified party
under this Section 9, but the omission so to notify the indemnifying party
will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 9.
(f) The obligations of the Company and the Holders under this
Section 9 shall survive through exercise of the AGF Warrants, the
conversion of the Series A Preferred Stock, the completion of any offering
of Registrable Securities in a registration statement made under the terms
of this Agreement and otherwise.
10. Reports Under the 1934 Act. With a view of making available to
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the Holders the benefits of Rule 144 promulgated under the 1933 Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company agrees to:
(a) use its best efforts to make and keep public information
available, as those terms are under stood and defined in SEC Rule 144, at
all times beginning 90 days after the effective date of the first
underwritten public offering of equity securities of the Company;
(b) use its best efforts to file with the SEC in a timely manner
all reports and other documents required of the Company under the 1933 Act
and the 1934 Act;
(c) furnish to any Holder so long as the Holder owns any
Registrable Securities, forthwith upon request: (i) a written statement
by the Company that it has complied with the reporting requirements of
Rule 144 (at any time beginning 90 days after the effective date of the
first underwritten public offering of equity securities of the Company),
the 1933 Act and the 1934 Act (at any time after it has become subject to
such reporting requirements) or that it qualifies as a registrant where
securities may be resold pursuant to Form S-3 (at any time after it so
qualifies); (ii) a copy of the most recent annual or quarterly report of
the Company and all other reports and documents filed by the Company with
the SEC; and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration; and
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(d) take such action, including the voluntary registration of its
common stock under Section 12 of the 1934 Act, as is necessary to enable
the Holders to use Form S-3 for the sale of their Registrable Securities,
such action to be taken as soon as practicable after the end of the fiscal
year in which the first registration statement filed by the Company for the
offering of its equity securities to the general public is declared
effective.
11. Assignment of Registration Rights. The rights to cause the
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Company to register Registrable Securities pursuant to this Agreement may be
assigned by a Holder to a transferee or assignee of such securities if
(a) the Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned and
(b) such transfer is effected in accordance with applicable securities laws;
provided, however, no such assignment shall be effective if, immediately
following the transfer, the transferee is free to dispose of all of such
securities without registration under the 1933 Act and without regard to any
restrictions set forth in Rule 144 under the 1933 Act.
12. Limitations on Subsequent Registration Rights. From and after
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the date of this Agreement, the Company shall not (other than as contemplated by
Section 26 hereof), without the prior written consent of the Holders of at least
a majority of the then outstanding Registrable Securities, enter into any
agreement with any holder or prospective holder of any securities of the Company
which would: (a) allow such holder or prospective holder to include such
securities in any registration filed under Section 2 hereof if such inclusion
would adversely affect the rights of any Holder of Registrable Securities
hereunder; or (b) permit such holder or prospective holder to require the
Company to initiate any registration of any securities of the Company prior to
the earliest date upon which the Holders may demand registration pursuant to
Section 2; or (c) not provide for the conversion of such other holders from
demand registration to a piggyback registration in the event the Holders elect
to demand registration under this Agreement within 30 days after a demand by
such other holders; or (d) permit such holder or prospective holder to
"piggyback" in a public offering of the Company's securities, except where such
"piggyback" rights are, in all respects, junior to the rights of the Holders.
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13. "Market Stand-off" Agreement. Each Holder hereby agrees that it
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shall not, to the extent requested by the Company and an underwriter of Common
Stock (or other securities) of the Company, sell or otherwise transfer or
dispose of any Registrable Securities in a market transaction during the 180-day
period following the effective date of a registration statement of the Company
filed under the 1933 Act; provided, however, that:
(a) such agreement shall be applicable only to the first such
registration statement of the Company which covers securities to be sold on
its behalf to the public in an underwritten offering and to any
registration in which any of the Holders of Registrable Securities have
rights to participate under the terms of this Agreement (provided that such
agreement shall not apply to any shares which are included in any such
registration); and
(b) all officers, directors and significant stockholders (i.e.,
----
those stockholders who beneficially own greater than 5% of the Company's
outstanding stock) of the Company enter into similar agreements.
In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such 180-day period.
14. Form S-3 Registration. In case the Company shall receive request
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or requests from the Initiating Holders that the Company effect a registration
on Form S-3 (or any similar successor form) and any related qualification or
compliance with respect to all or a part of the Registrable Securities owned by
such Holder or Holders, the Company will:
(a) promptly give written notice of the pro posed registration,
and any related qualification or compliance, to all other Holders; and
(b) as soon as practicable, effect such registration and all
such qualifications and compliance as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of
such Holder's or Holders' Registrable Securities as are specified in such
request, together with all or such portion of the Registrable Securities of
any other Holder or Holders joining in such as are specified in a written
request given within 15 days after receipt of such written notice from the
Company; provided,
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however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 14: (i)
if the Company is not qualified as a registrant entitled to use Form S-3
(or the applicable successor form); or (ii) if the Holders, together with
the holders of any other securities of the Company entitled to inclusion in
such registration, propose to sell Registrable Securities and any other
securities at an aggregate price to the public of less than $1,000,000; or
(iii) if the Company has, within the 12-month period preceding the date of
such request, already effected two registrations on Form S-3 (or applicable
successor form) for the Holders pursuant to this Section 14; or (iv) in any
particular jurisdiction in which the Company would be required to qualify
to do business or to execute a general consent to service of process in
effecting such registration, qualification or compliance.
Subject to the foregoing, the Company shall file a registration statement
covering the Registrable Securities and other securities so requested to be
registered as soon as practicable after receipt of the request or requests of
the Initiating Holders.
15. Adjustments Affecting Registrable Securities. The Company will
--------------------------------------------
not take any action with respect to the Registrable Securities which would
adversely affect the ability of the Holders of Registrable Securities to include
such Registrable Securities in a registration undertaken pursuant to this
Agreement or which would adversely affect the marketability of such Registrable
Securities in any such registration, except when such adjustments are otherwise
required by law, including disclosure obligations under federal securities laws.
16. Cross-References. All cross-references in this Agreement, unless
----------------
specifically directed to another agreement or document, refer to provisions
within this Agreement.
17. Amendments and Waivers. The provisions of this Agreement,
----------------------
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of at least a majority of the then outstanding Registrable Securities.
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof with respect to a matter which relates exclusively to the
rights of Holders of Registrable Securities whose securities
15
are being sold pursuant to a registration statement and which does not directly
or indirectly affect the rights of other holders of Registrable Securities may
be given by the holders of a majority of the Registrable Securities being sold;
provided, however, that the provisions of this sentence may not be amended,
modified or supplemented except in accordance with the provisions of the
immediately preceding sentence.
18. Notices. All notices, demands and requests required by this
-------
Agreement shall be in writing and shall be deemed to have been given for all
purposes (a) upon personal delivery, (b) one business day after being sent, when
sent by professional overnight courier service from and to locations within the
continental United States, or (c) five days after posting when sent by
registered or certified mail (return receipt requested), addressed to the
Company or an Investor at his, her or its address set forth on the signature
pages hereof. Any party hereto may from time to time by notice in writing served
upon the others as provided herein, designate a different mailing address or a
different person to which such notices or demands are thereafter to be addressed
or delivered.
19. Successors and Assigns. Except as otherwise provided herein,
----------------------
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of each of the parties, including, without limitation and without
the need for an express assignment, subsequent holders of Registrable Securities
to which the registration rights granted by this Agreement have been assigned as
permitted herein.
20. Counterparts. This Agreement may be executed in separate
------------
counterparts, each of which shall be deemed to be an original, and when
executed, separately or together, shall constitute a single original instrument,
effective in the same manner as if the parties hereto had executed one and the
same instrument.
21. Captions. Captions are provided herein for convenience only and
--------
they are not to serve as a basis for interpretation or construction of this
Agreement, nor as evidence of the intention of the parties hereto.
22. Governing Law. This Agreement shall be governed by, interpreted
-------------
under, and construed and enforced in accordance with the internal laws, and not
the laws pertaining to conflicts or choice of laws, of the State of Delaware
applicable to agreements made and to be performed wholly within the State of
Delaware. In the event a judicial or other proceeding is necessary to resolve
any
16
dispute hereunder, the sole forum for resolving disputes arising under or
relating to this Agreement shall be the Municipal and Superior Courts for the
County of Orange, State of California, or the federal district court for the
district of California associated with such county and all related appellate
courts and the parties hereby consent to the jurisdiction of such courts, and
that venue shall be in such county.
23. Severability. The provisions of this Agreement are severable.
------------
The invalidity, in whole or in part, of any provision of this Agreement shall
not affect the validity or enforceability of any other of its provisions. If
one or more provisions hereof shall be declared invalid or unenforceable, the
remaining provisions shall remain in full force and effect and shall be
construed in the broadest possible manner to effectuate the purposes hereof. The
parties further agree to replace such void or unenforceable provisions of this
Agreement with valid and enforceable provisions which will achieve, to the
extent possible, the economic, business and other purposes of the void or
unenforceable provisions.
24. Entire Agreement. This Agreement contains the entire
----------------
understanding among the parties hereto with respect to the subject matter hereof
and supersedes all prior written and oral agreements, understandings, commit
ments and practices between the parties, including all prior agreements with
respect to registration rights. In particular, that certain Rights Agreement,
dated May 19, 1995, by and among the Company and the Holders listed therein, is
hereby terminated and shall be of no further force or effect.
25. Attorneys' Fees. In the event any party to this Agreement
---------------
initiates any action, suit, motion, application or other proceeding which
concerns the interpretation or enforcement of this Agreement, the prevailing
party in such action, suit, motion, application or proceeding, or judgment
creditor, shall be entitled to recover its costs and reasonable attorneys' fees
from the non-prevailing party or judgment debtor, including costs and fees on
appeal, if any.
26. Bridge Financing. Each of the parties hereto hereby consents to
----------------
(and waives any preemptive rights it may have with respect to) the consummation
by the Company of one or more bridge financings involving promissory notes in an
aggregate amount not to exceed $5.5 million. The bridge financing will be used
to satisfy the Company's working capital needs prior to the time it consummates
its initial public offering (the "Offering") and will include the
17
issuance by the Company of warrants to acquire Common Stock with a value equal
to the amount of the bridge financing based upon (i) the price of the Common
Stock in the Offering if the Offering occurs prior to March 7, 1997 or (ii)
$4.00 per share if the Offering does not occur prior to March 7, 1997. The
Common Stock issuable upon exercise of the warrants will be registered at the
time of the Offering.
18
IN WITNESS WHEREOF, the parties hereto have executed this Master
Registration Rights Agreement with the intent and agreement that the same shall
be effective as of the day and year first above written.
THE COMPANY:
VIRTUAL MORTGAGE NETWORK, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
Title: CEO
-------------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INVESTORS:
AMERICAN GROWTH FUND I, L.P.,
a California limited partnership
by: American Growth Capital Corporation
its: Managing General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, President
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INTEL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------------
Title:
------------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
S-1
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
Title: Investor, ▇▇▇
--------------------------------------------
Address: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Title: Investor
--------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
Title: Series A. Preferred Stockholder
--------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
By:
-----------------------------------------------
Title:
--------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------------
Title:
--------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
S-2
Address: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SHIN ▇▇▇▇▇ ▇▇▇▇
By: /s/ Shin ▇▇▇▇▇ ▇▇▇▇
------------------------------------------------
Title:
--------------------------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
YONG ▇▇▇ ▇▇▇▇▇
By: /s/ Yong ▇▇▇ ▇▇▇▇▇
-----------------------------------------------
Title:
--------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SEUNG ▇▇ ▇▇▇▇▇
By: /s/ Seung ▇▇ ▇▇▇▇▇
-----------------------------------------------
Title:
--------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
YONG ▇▇▇ ▇▇▇▇▇
By: /s/ Yong ▇▇▇ ▇▇▇▇▇
-----------------------------------------------
S-3
Title:
--------------------------------------------
Address: ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
------------------------------------------------
Title: Sales Specialist
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Title: Owner
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Title: AGF L.P.
---------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Title: AGF L.P.
---------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
S-4
THE LISS TRUST
By: /s/ ▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------------
Title:
--------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Title:
--------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
Title:
--------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
Title:
--------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By:
----------------------------------------------
Title:
-------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇-▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ PERSONS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Persons
--------------------------------------------
Title:
-----------------------------------------
Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. RO
By:
--------------------------------------------
Title:
-----------------------------------------
Address: ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------------------
Title:
-----------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------------------
Title:
----------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------------
Title:
----------------------------------------
S-6
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Title:
------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Title:
------------------------------------------
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. #▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
Title: General Partner
------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Title:
------------------------------------------
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Revocable Trust #1
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇, TTEE
--------------------------------------------
Title: Trustee
-----------------------------------------
S-7
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ REVOCABLE TRUST, NO.1
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
Title: Trustee
---------------------------------------------
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
Title: Vice President
---------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
S-8
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
NARASYIMHA ▇▇▇
By: /s/ Narasyimha ▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------
Title: Principal
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. #▇
▇-▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
S-10
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title: Investor
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ZOGUB FAMILY BUSINESS TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------------------
Title: Trustee
---------------------------------------------
Address: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
S-11
▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, M.D.
By: /s/ ▇▇▇ ▇▇▇▇, MD
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Title: Stockholder
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
S-12
▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ TRUST W/A/D 10/15/82
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, TTEE
------------------------------------------------
Title: Trustee
---------------------------------------------
Address: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. #▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ TRUST W/A/D 10/15/82
By: /s/ ▇▇▇▇▇▇ ▇. Bontee, TTEE
------------------------------------------------
Title: Trustee
---------------------------------------------
Address: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. #▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇-▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
AMERICAN GROWTH CAPITAL
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title: President
---------------------------------------------
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
RUPERT 1993 FAMILY TRUST
By: /s/ ▇. ▇. ▇▇▇▇▇▇
------------------------------------------------
Title: Trustee
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
S-14
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title: President
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
S-16
▇▇. ▇▇▇▇ ▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇, MD
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
VIET ▇. ▇▇▇▇▇▇
By: /s/ Viet ▇. ▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
S-17
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
S-18
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title: Beneficiary
---------------------------------------------
Address: 9833 ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Title: Beneficiary
---------------------------------------------
Address: 9833 ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇-▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ LIVING TRUST OF
9/23/88
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Title: Trustee
---------------------------------------------
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------------
Title: Technology Support Manager
---------------------------------------------
Address: ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
S-20
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Title:
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Title: Financial Analyst
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------------------
Title: Trustee
---------------------------------------------
Address: ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇