REGISTRATION RIGHTS AGREEMENT October 14, 2005
October
14, 2005
To
Global
Capital Funding Group, L.P. (“Purchaser”)
Dear
Sirs:
This
will
confirm that in consideration of your agreement on the date hereof to exchange
the 12.5% Secured Promissory Note in the Principal amount of $1,285,000 dated
August 7, 2004 (the “Note”) for 1,409 shares of Series A Convertible Preferred
Stock, $.001 par value per share, (the “Preferred Stock”) of Speedemission,
Inc., a Florida corporation (the “Company”), pursuant to the Exchange Agreement
of even date herewith (the “Exchange Agreement”) between the Company and you and
as an inducement to you to consummate the transactions contemplated by the
Exchange Agreement, the Company covenants and agrees with each of you as
follows:
1. Certain
Definitions.
As used
in this Agreement, the following terms shall have the following respective
meanings:
“Commission”
shall
mean the Securities and Exchange Commission, or any other federal agency
at the
time administering the Securities Act.
“Common
Stock”
shall
mean the Common Stock, no par value, of the Company, as constituted as of
the
date of this Agreement.
“Conversion
Shares”
shall
mean shares of Common Stock issued upon conversion of the Preferred
Stock.
“Exchange
Act”
shall
mean the Securities Exchange Act of 1934, as amended, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all
as the
same shall be in effect at the time.
“Purchaser”
shall
mean Global Capital Funding Group, L.P..
“Registration
Expenses”
shall
mean the expenses so described in Section 8.
“Restricted
Stock”
shall
mean the Conversion Shares, excluding Conversion Shares which have been (a)
registered under the Securities Act pursuant to an effective registration
statement filed thereunder and disposed of in accordance with registration
statement covering them or (b) publicly sold pursuant to Rule 144 under the
Securities Act.
1
“Securities
Act”
shall
mean the Securities Act of 1933, as amended, or any similar federal statute,
and
the rules and regulations of the Commission thereunder, all as the same shall
be
in effect at the time.
“Preferred
Stock”
shall
have the meaning set forth in the introduction above.
“Selling
Expenses”
shall
mean the expenses so described in Section 8.
“Settlement
Agreement”
shall
mean the Settlement Agreement and General Release entered into by and between
the Company, Purchaser and ▇▇▇▇▇▇ Partners, L.P. as of October 14,
2005.
“Warrant
Shares”
shall
mean at any time, the Common Stock Purchase Warrant issued the date hereof
for
24,000,000 shares of the Company’s Common Stock.
2. Required
Registration.
a. In
accordance with the Settlement Agreement the Company shall have filed to
register the resale of the Restricted Shares and the Warrant Shares. For
purposes of this Section 2 and Section 3, 4, 11(a) and 11(d), the term
“Restricted Stock” shall be deemed to include the number of shares of Restricted
Stock which would be issuable to a holder of Preferred Stock upon conversion
of
all such Preferred Stock held by such holder at such time, provided,
however,
that
the only securities which the Company shall be required to register pursuant
hereto shall be shares of Common Stock. Notwithstanding anything to the contrary
contained herein, the Company shall not be obligated to effect, or to take
any
action to effect, any such registration pursuant to this Section 2:
i. during
the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of filing of, and ending on a date one hundred
twenty
(120) days after the effective date of, a Company-initiated registration
(but in
any event no greater than three hundred sixty (360) days after a request
is made
under this Section 4); provided
that the
Company is actively employing in good faith all reasonable efforts to cause
such
registration statement to become effective; or
ii. if
in the
good faith judgment of the Board of Directors of the Company, such registration
would be seriously detrimental to the Company and the Board of Directors
of the
Company concludes, as a result, that it is essential to defer the filing
of such
registration statement at such time, in which case the Company shall furnish
to
such holders a certificate signed by the President of the Company stating
that
in the good faith judgment of the Board of Directors of the Company, it would
be
seriously detrimental to the Company for such registration statement to be
filed
in the near future and that it is, therefore, essential to defer the filing
of
such registration statement, then the Company shall have the right to defer
such
filing for a period of not more than 90 days after receipt of the request
of the
requesting holders, and, provided further, that the Company shall not defer
its
obligation in this manner more than once in any eighteen-month
period.
2
b. Following
receipt of any notice under this Section 2, the Company shall immediately
notify
all holders of Restricted Stock from whom notice has not been received and
shall
use its best efforts to register under the Securities Act, for public sale
in
accordance with the method of disposition specified in such notice from
requesting holders, the number of shares of Restricted Stock specified in
such
notice (and in all notices received by the Company from other holders within
30
days after the giving of such notice by the Company). If such method of
disposition shall be an underwritten public offering, the holders of a majority
of the shares of Restricted Stock to be sold in such offering may designate
the
managing underwriter of such offering, subject to the approval of the Company,
which approval shall not be unreasonably withhold or delayed. The Company
shall
be obligated to register Restricted Stock pursuant to this Section 2 on one
occasion only, provided,
however,
that
such obligation shall be deemed satisfied only when a registration statement
covering all shares of Restricted Stock specified in notices received and
not
rescinded as aforesaid, for sale in accordance with the method of disposition
specified by the requesting holders, shall have become effective and, if
such
method of disposition is a firm commitment underwritten public offering,
all
such shares shall have been sold pursuant thereto.
c. The
Company and any other holders of Common Stock which the Company shall permit
to
participate shall be entitled to include in any registration statement referred
to in this Section 2, for sale in accordance with the method of disposition
specified by the requesting holders, shares of Common Stock to be sold by
the
Company or such other holders for their own account, except as and to the
extent
that, in the opinion of the managing underwriter (if such method of disposition
shall be an underwritten public offering), such inclusion would adversely
affect
the marketing of the Restricted Stock to be sold. Except for registration
statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not
file
with the Commission any other registration statement with respect to its
Common
Stock, whether for its own account or that of other stockholders, from the
date
of receipt of a notice from requesting holders pursuant to this Section 2
until
the completion of the period of distribution of the registration contemplated
thereby.
3. Incidental
Registration.
If the
Company at any time (other than pursuant to Section 2 or Section 4) proposes
to
register any of its Common Stock under the Securities Act for sale to the
public, whether for its own account or for the account of other security
holders
or both (except with respect to registration statements on Forms ▇-▇, ▇-▇
or
another form not available for registering the Restricted Stock for sale
to the
public), each such time it will give written notice to all holders of
outstanding Restricted Stock of its intention so to do. Upon the written
request
of any such holder, received by the Company within 10 business days after
the
giving of any such notice by the Company, to register any of its Restricted
Stock (which request shall state the intended method of disposition thereof),
the Company will use its best efforts to cause the Restricted Stock as to
which
registration shall have been so requested to be included in the securities
to be
covered by the registration statement proposed to be filed by the Company,
all
to the extent requisite to permit the sale or other disposition by the holder
(in accordance with its written request) of such Restricted Stock so registered.
In the event that any registration pursuant to this Section 3 shall be, in
whole
or in part, an underwritten public offering of Common Stock, the number of
shares of Restricted Stock to be included in such an underwriting may be
reduced
(pro rata among the requesting holders based upon the number of shares of
Restricted Stock owned by such holders) if and to the extent that the managing
underwriter shall be of the opinion that such inclusion would adversely affect
the marketing of the securities to be sold by the Company therein, provided,
however,
that
such number of shares of Restricted Stock shall not be reduced if any shares
are
to be included in such underwriting for the account of any person other than
the
Company or requesting holders of Restricted Stock. Notwithstanding the foregoing
provisions, the Company may withdraw any registration statement referred
to in
this Section 3 without thereby incurring any liability to the holders of
Restricted Stock.
3
4. Registration
on Form S-3.
If at
any time (i) a holder or holders of the Preferred Stock request that the
Company
file a registration statement on Form S-3 or any successor thereto for a
public
offering of all or any portion of the shares of Restricted Stock held by
such
requesting holder or holders, the reasonably anticipated aggregate price
to the
public of which would exceed $1,500,000, and (ii) the Company is a registrant
entitled to use Form S-3 or any successor thereto to register such shares,
then
the Company shall use its best efforts to register under the Securities Act
on
form S-3 or any successor thereto, for public sale in accordance with the
method
of disposition specified in such notice, the number of shares of Restricted
Stock specified in such notice. Whenever the Company is required by this
Section
4 to use its best efforts to effect the registration of Restricted Stock,
each
of the procedures and requirements of Section 2 (including but not limited
to
the requirement that the Company notify all holders of Restricted Stock from
whom notice has not been received and provide them with the opportunity to
participate in the offering) shall apply to such registration, provided,
however,
that
the Company shall not be obligated to effect any such registration pursuant
to
the conditions in Section 2(a)(i), in the event that the Company shall furnish
the certification described in Section 2(a)(ii), or more than once in any
twelve
month period, and provided,
further,
however,
that
the requirements contained in the first sentence of Section 2(a) shall not
apply
to any registration on Form S-3 which may be requested and obtained under
this
Section 4.
5. Registration
Procedures.
If and
whenever the Company is required by the provisions of Section 2, 3 or 4 to
use
its best efforts to effect the registration of any shares of Restricted Stock
under the Securities Act, the Company will, as expeditiously as
possible:
a. prepare
and file with the Commission a registration statement (which, in the case
of an
underwritten public offering pursuant to Section 2, shall be on Form S-1
or
other form of general applicability satisfactory to the managing underwriter
selected as therein provided) with respect to such securities and use its
best
efforts to cause such registration statement to become and remain effective
for
the period of the distribution contemplated thereby (determined as hereinafter
provided);
4
b. prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as
may be
necessary to keep such registration statement effective for the period specified
in paragraph (a) above and comply with the provisions of the Securities Act
with
respect to the disposition of all Restricted Stock covered by such registration
statement in accordance with the sellers’ intended method of disposition set
forth in such registration statement for such period;
c. furnish
to each seller of Restricted Stock and to each underwriter such number of
copies
of the registration statement and the prospectus included therein (including
each preliminary prospectus) as such persons reasonably may request in order
to
facilitate the public sale or other disposition of the Restricted Stock covered
by such registration statement;
d. use
its
best efforts to register or qualify the Restricted Stock covered by such
registration statement under the securities or “blue sky” laws of such
jurisdictions as the sellers of Restricted Stock or, in the case of an
underwritten public offering, the managing underwriter reasonably shall request,
provided,
however,
that
the Company shall not for any such purpose be required to qualify generally
to
transact business as a foreign corporation in any jurisdiction where it is
not
so qualified or to consent to general service of process in any such
jurisdiction;
e. use
its
best efforts to list the Restricted Stock covered by such registration statement
with any securities exchange on which the Common Stock of the Company is
then
listed;
f. immediately
notify each seller of Restricted Stock and each underwriter under such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event
of which the Company has knowledge as a result of which the prospectus contained
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light
of
the circumstances then existing;
5
g. if
the
offering is underwritten and at the request of any seller of Restricted Stock,
use its best efforts to furnish on the date that Restricted Stock is delivered
to the underwriters for sale pursuant to such registration: (i) an opinion
dated
such date of counsel representing the Company for the purposes of such
registration, addressed to the underwriters, stating that such registration
statement has become effective under the Securities Act and that (A) to the
best
knowledge of such counsel, no stop order suspending the effectiveness thereof
has been issued and no proceedings for that purpose have been instituted
or are
pending or contemplated under the Securities Act, (B) the registration
statement, the related prospectus and each amendment or supplement thereof
comply as to form in all material respects with the requirements of the
Securities Act (except that such counsel need not express any opinion as
to
financial statements contained therein) and (C) to such other effects as
reasonably may be requested by counsel for the underwriters and (ii) a letter
dated such date from the independent public accountants retained by the Company,
addressed to the underwriters, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion
of
such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as
to the
period ending no more than five business days prior to the date of such letter)
with respect to such registration as such underwriters reasonably may request;
and
h. make
available for inspection by each seller of Restricted Stock, any underwriter
participating in any distribution pursuant to such registration statement,
and
any attorney, accountant or other agent retained by such seller or underwriter,
all financial and other records, pertinent corporate documents and properties
of
the Company, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement.
For
purposes of Section 5(a) and 5(b) and of Section 2(c), the period of
distribution of Restricted Stock in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchase by it or a period of 90 days, which
ever
first occurs, and the period of distribution of Restricted Stock in any other
registration shall be deemed to extend until the earlier of the sale of all
Restricted Stock covered thereby and 90 days after the effective date
thereof.
In
connection with each registration hereunder, the sellers of Restricted Stock
will furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with federal and applicable state
securities laws.
In
connection with each registration pursuant to Sections 2, 3 or 4 covering
an
underwritten public offering, the Company and each seller agree to enter
into a
written agreement with the managing underwriter selected in the manner herein
provided in such form and containing such provisions as are customary in
the
securities business for such an arrangement between such underwriter and
companies of the Company’s size and investment stature.
6
6. Expenses.
All
expenses incurred by the Company in complying with sections 2, 3 and 4,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including counsel fees) incurred in
connection with complying with state securities or “blue sky” laws, fees of the
National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, costs of insurance and reasonable fees and
disbursements of one counsel for the sellers of Restricted Stock, but excluding
any Selling Expenses, are called “Registration Expenses”. All underwriting
discounts and selling commissions applicable to the sale of Restricted Stock
are
called “Selling Expenses”.
The
Company will pay all Registration Expenses in connection with each registration
statement under Sections 2, 3 or 4. All Selling Expenses in connection with
each
registration statement under Sections 2, 3 or 4 shall be borne by the
participating sellers in proportion to the number of shares sold by each,
or by
such participating sellers other than the Company (except to the extent the
Company shall be a seller) as they may agree.
7. Indemnification
and Contribution.
a. In
the
event of a registration of any of the Restricted Stock under the Securities
Act
pursuant to Sections 2, 3 or 4, the Company will indemnify and hold harmless
each seller of such Restricted Stock thereunder, each underwriter of such
Restricted Stock thereunder and each other person, if any, who controls such
seller or underwriter within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities
Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Restricted Stock was registered under the Securities Act
pursuant to Sections 2, 3 or 4, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, or arise out of
or
are based upon the omission or alleged omission to state therein a material
fact
required to be stated therein or necessary to make the statements therein
not
misleading, and will reimburse each such seller, each such underwriter and
each
such controlling person for any legal or other expenses reasonably incurred
by
them in connection with investigating or defending any such loss, claim,
damage,
liability or action, provided,
however,
that
the Company will not be liable in any such case if and to the extent that
any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so
made in
conformity with information furnished by any such seller, any such underwriter
or any such controlling person in writing specifically for use in such
registration statement or prospectus. It is agreed that the indemnity agreement
contained in this Section 7(a) shall not apply to amounts paid in settlement
of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld or delayed).
7
b. In
the
event of a registration of any of the Restricted Stock under the Securities
Act
pursuant to Sections 2, 3 or 4, each seller of such Restricted Stock thereunder,
severally and not jointly, will indemnify and hold harmless the Company,
each
person, if any, who controls the Company within the meaning of the Securities
Act, each officer of the Company who signs the registration statement, each
director of the Company, each underwriter and each person who controls any
underwriter within the meaning of the Securities Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company or
such
officer, director, underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages
or
liabilities (or actions in respect thereof) arise out of or are based upon
any
untrue statement or alleged untrue statement of any material fact contained
in
the registration statement under which such Restricted Stock was registered
under the Securities Act pursuant to Sections 2, 3 or 4, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission
to
state therein a material fact required to be stated therein or necessary
to make
the statements therein not misleading, and will reimburse the Company and
each
such officer, director, underwriter and controlling person for any legal
or
other expenses reasonably incurred by them in connection with investigating
or
defending any such loss, claim, damage, liability or action, provided,
however,
that
such seller will be liable hereunder in any such case if and only to the
extent
that any such loss, claim, damage or liability arises out of or is based
upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information pertaining to such
seller, as such, furnished in writing to the Company by such seller specifically
for use in such registration statement or prospectus, and provided,
further,
however,
that
the liability of each seller hereunder shall not in any event to exceed the
proceeds received by such seller from the sale of Restricted Stock covered
by
such registration statement. It is agreed that the indemnity agreement contained
in this Section 7(b) shall not apply to amounts paid in settlement of any
such
loss, claim, damage, liability or action if such settlement is effected without
the consent of seller hereunder (which consent shall not be unreasonably
withhold or delayed).
c. Promptly
after receipt by an indemnified party hereunder of notice of the commencement
of
any action, such indemnified party shall, if a claim in respect thereof is
to be
made against the indemnifying party hereunder, notify the indemnifying party
in
writing thereof, but the omission so to notify the indemnifying party shall
not
relieve it from any liability which it may have to such indemnified party
other
than under this Section 7 and shall only relieve it from any liability which
it
may have to such indemnified party under this Section 7 if and to the extent
the
indemnifying party is prejudiced by such omission. In case any such action
shall
be brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled
to
participate in and, to the extent it shall wish, to assume and undertake
the
defense thereof with counsel reasonably satisfactory to such indemnified
party,
and, after notice from the indemnifying party to such indemnified party of
its
election so to assume and undertake the defense thereof, the indemnifying
party
shall not be liable to such indemnified party under this Section 7 for any
legal
expenses subsequently incurred by such indemnified party in connection with
the
defense thereof other than reasonable costs of investigation and of liaison
with
counsel so selected, provided,
however,
that,
if the defendants in any such action include both the indemnified party and
the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different
from
or additional to those available to the indemnifying party or if the interest
of
the indemnified party reasonably may be deemed to conflict with the interests
of
the indemnifying party, the indemnified party shall have the right to select
a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed
by the
indemnifying party as incurred.
8
d. In
order
to provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) any holder of Restricted Stock
exercising rights under this Agreement, or any controlling person of any
such
holder, makes a claim for indemnification pursuant to this Section 7 but
it is
judicially determined (by the entry of a final judgment or decree by a court
of
competent jurisdiction and the expiration of time to appeal or the denial
of the
last right of appeal) that such indemnification may not be enforced in such
case
notwithstanding the fact that this Section 7 provides for indemnification
in
such case, or (ii) contribution under the Securities Act may be required
on the
part of any such selling holder or any such controlling person in circumstances
for which indemnification is provided under this Section 7; then, and in
each
such case, the Company and such holder will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that such holder is responsible for the
portion represented by the percentage that the public offering price of its
Restricted Stock offered by the registration statement bears to the public
offering price of all securities offered by such registration statement,
and the
Company is responsible for the remaining portion; provided,
however,
that,
in any such case, (A) no such holder will be required to contribute any amount
in excess of the public offering price of all such Restricted Stock offered
by
it pursuant to such registration statement; and (B) no person or entity guilty
of fraudulent misrepresentation (within the remaining of Section 9(f) of
the
Securities Act) will be entitled to contribution from any person or entity
who
was not guilty of such fraudulent misrepresentation.
8. Changes
in Common Stock.
If, and
as often as, there is any change in the Common Stock by way of a stock split,
stock dividend, combination or reclassification, or through a merger,
consolidation, reorganization or recapitalization, or by any other means,
appropriate adjustment shall be made in the provisions hereof so that the
rights
and privileges granted hereby shall continue with respect to the Common Stock
as
so changed.
9. Rule
144 Reporting.
With a
view to making available the benefits of certain rules and regulations of
the
Commission which may at any time permit the sale of the Restricted Stock
to the
public without registration, at all times after 90 days after any registration
statement covering a public offering of securities of the Company under the
Securities Act shall have become effective, the Company agrees to:
a. make
and
keep public information available, as those terms are understood and defined
in
Rule 144 under the Securities Act;
b. use
its
best efforts to file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act; and
c. furnish
to each holder of Restricted Stock forthwith upon request a written statement
by
the Company as to its compliance with the reporting requirements of such
Rule
144 and of the Securities Act and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
so filed by the Company as such holder may reasonably request in availing
itself
of any rule or regulation of the Commission allowing such holder to sell
any
Restricted Stock without registration.
10. Representations
and Warranties of the Company.
The
Company represents and warrants to you as follows:
9
a. The
execution, delivery and performance of this Agreement by the Company have
been
duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or there agency of government, the
Charter or By-laws of the Company or any provision of any indenture, agreement
or other instrument to which it or any of its properties or assets is bound,
conflict with, result in a breach of or constitute (with due notice or lapse
of
time or both) a default under any such indenture, agreement or other instrument
or result in the creation or imposition of any lien, charge or encumbrance
of
any nature whatsoever upon any of the properties or assets of the
Company.
b. This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company, enforceable in
accordance with its terms.
11. Miscellaneous.
a. All
covenants and agreements contained in this Agreement by or on behalf of any
of
the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto (including without limitation
transferees of any Debenture or Restricted Stock), whether so expressed or
not,
provided,
however,
that
registration rights conferred herein on the holders of Preferred Stock or
Restricted Stock shall only inure to the benefit of a transferee of Preferred
Stock or Restricted Stock if (i) there is transferred to such transferee
at
least 1,000 shares in the aggregate of Preferred Stock or Restricted Stock
or
(ii) such transferee is a partner, shareholder or affiliate of a party
hereto.
b. All
notices, requests, consents and other communications hereunder shall be in
writing and shall be delivered in person, mailed by certified or registered
mail, return receipt requested, or sent by telecopier or telex, addressed
as
follows::
if
to the
Company or any other party hereto, at the address of such party set forth
in the
Exchange Agreement;
if
to any
subsequent holder of the Preferred Stock or Restricted Stock, to it at such
address as may have been furnished to the Company in writing by such
holder;
or,
in
any case, at such other address or addresses as shall have been furnished
in
writing to the Company (in the case of a holder of Preferred Stock or Restricted
Stock) or to the holders of Preferred Stock or Restricted Stock (in the case
of
the Company) in accordance with the provisions of this paragraph.
c. This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Georgia.
d. This
Agreement may not be amended or modified, and no provision hereof may be
waived,
without the written consent of the Company and the holders of at least
two-thirds of the outstanding shares of Restricted Stock.
e. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
10
f. The
obligations of the Company to register shares of Restricted Stock under Sections
2, 3 or 4 shall terminate on the tenth anniversary hereof.
g. If
requested in writing by the underwriters for the initial underwritten public
offering of securities of the Company, each holder of Restricted Stock who
is a
party to this Agreement shall agree not to sell publicly any shares of
Restricted Stock or any other shares of Common Stock (other than shares of
Restricted Stock or other shares of Common Stock being registered in such
offering), without the consent of such underwriters, for a period of not
more
than 180 days following the effective date of the registration statement
relating to such offering; provided,
however,
that
all persons entitled to registration rights with respect to shares of Common
Stock who are not parties to this Agreement, all other persons selling shares
of
Common Stock in such offering, all persons holding in excess of 5% of the
capital stock of the Company on a fully diluted basis and all executive officers
and directors of the Company shall also have agreed not to sell publicly
their
Common Stock under the circumstances and pursuant to the terms set forth
in this
Section 11(g).
h. The
Company shall not grant to any third party any registration rights more
favorable than any of those contained herein, so long as any of the registration
rights under this Agreement remains in effect.
i. If
any
provision of this Agreement shall be held to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach
only
to such provision and shall not in any manner affect or render illegal, invalid
or unenforceable any other provision of this Agreement, and this Agreement
shall
be carried out as if any such illegal, invalid or unenforceable provision
were
not contained herein.
11
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their
respective authorized officers, as of the date first above written.
| SPEEDEMISSIONS, INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ |
||
| Title: President | ||
| Address: Speedemissions, Inc. | ||
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
|
||
|
▇▇▇▇▇
▇-▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Tel.: ▇▇▇-▇▇▇-▇▇▇▇
|
||
|
GLOBAL
CAPITAL FUNDING GROUP, L.P.
By its General Partner, Global Capital Management
Services, Inc.
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||
| Title: | ||
|
Address: ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
|
||
|
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Tel.: ▇▇▇-▇▇▇-▇▇▇▇ |
||