EXHIBIT 10.7
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 16, 2003, between
Redwood Investment Associates, L.P. ("Redwood"), ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"),
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇"), the stockholders listed on Schedule A hereto
(each a "Stockholder" and together with Redwood, the "Stockholders"), and
American United Global, Inc., a corporation formed under the corporate law of
the State of Delaware (the "Company").
WHEREAS, pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of June 16, 2003, by and among the Company, Lifetime Healthcare
Services, Inc., a corporation formed under the laws of the State of Delaware
("Lifetime") and Lifetime Acquisition Corp., a corporation newly formed under
the laws of the State of Delaware and a wholly owned and operated subsidiary of
the Company ("Merger Sub"), (i) Merger Sub will be merged with and into Lifetime
(the "Merger") and (ii) the outstanding Lifetime capital stock will be converted
into the right to receive an aggregate of 467,500 shares of Series B-2
Convertible Preferred Stock of the Company (the "Merger Shares").
WHEREAS, pursuant to the Certificate of Designation for the Merger Shares,
each Merger Share is convertible into 20 shares of common stock, $0.01 par value
per share, of the Company (the "Common Stock"), for an aggregate of 9,350,000
shares of Common Stock issuable upon conversion of the Merger Shares (the
"Lifetime Conversion Shares").
WHEREAS, pursuant to the terms of a $5,500,000 Convertible Subordinated
Promissory Note of Lifetime dated of even date herewith (the "Note"), Redwood
has the right to convert the Note into shares of Common Stock of the Company and
Lifetime has the right to make payments thereunder in Common Stock, each in
accordance with the terms of the Note (the "Redwood Conversion Shares," and,
together with the Lifetime Conversion Shares, the "Conversion Shares");
WHEREAS, the Company has granted to ▇▇▇▇▇▇ options to purchase an aggregate
of 1,500,000 shares of Common Stock (the "▇▇▇▇▇▇ Option Shares"), and to
▇▇▇▇▇▇▇▇▇▇, in consideration of his waiver of certain stock award rights granted
by New York Medical, Inc. ("NYMI"), options to purchase an aggregate of 500,000
shares of Common Stock (the "▇▇▇▇▇▇▇▇▇▇ Option Shares");
WHEREAS, the Company has agreed to register for re-sale the Lifetime
Conversion Shares and file a registration statement (on Form S-1 or SB-2, or
other appropriate registration statement form under the Act (as defined below)
the "Registration Statement"), with the Securities and Exchange Commission (the
"Commission") within thirty (30) days after the closing date of the Merger;
WHEREAS, it is a condition to the closing of the Merger that each
Stockholder enter into and deliver this Registration Rights Agreement which sets
forth the Company's agreement to register the Lifetime Conversion Shares in
accordance with the terms set forth herein; and
WHEREAS, the Company has agreed to register for resale the ▇▇▇▇▇▇ Option
Shares and ▇▇▇▇▇▇▇▇▇▇ Option
Shares.
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. Registrable Securities. As used herein the term "Registrable
Security" or "Registrable Securities" means the Lifetime Conversion Shares
set forth on Schedule A, the Redwood Conversion Shares, the ▇▇▇▇▇▇ Option
Shares and the ▇▇▇▇▇▇▇▇▇▇ Option Shares and/or other securities issuable
with respect to such Conversion Shares by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization,
merger (with the exception of the Merger), conversion, consolidation or
other reorganization) until (i) the Registration Statement has been
declared effective by the Commission, and all Conversion Shares have been
disposed of pursuant to the Registration Statement, (ii) all Conversion
Shares have been sold under circumstances under which all of the applicable
conditions of Rule 144 (or any similar provision then in force) under the
Act (as defined below) ("Rule 144") are met, or (iii) such time as, in the
opinion of counsel to the Company reasonably satisfactory to the
Stockholders and upon delivery to the Stockholders of such executed
opinion, all Conversion Shares may be sold without any time, volume or
manner limitations pursuant to Rule 144(k) (or any similar provision then
in effect) under the Act (as defined below).
2. Restrictions on Transfer. Each Stockholder (other than Redwood,
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇) has entered into a Lock-Up Agreement with the
Company pursuant to which each such Stockholder (other than Redwood, ▇▇▇▇▇▇
and ▇▇▇▇▇▇▇▇▇▇) has agreed not to offer, sell, sell short or otherwise
directly dispose of any of the Conversion Shares (subject to any exceptions
contained in such Lock-Up Agreement) for a period equal to 210 days
subsequent to the closing date of the Merger. Further, each Stockholder
acknowledges and understands that prior to the registration of the
Conversion Shares as provided herein, the Conversion Shares are "restricted
securities" as defined in Rule 144 promulgated under the Securities Act of
1933, as amended (the "Act"). Each Stockholder understands that no
disposition or transfer of the Conversion Shares may be made by the
Stockholder in the absence of (i) an opinion of counsel to the Stockholder,
in form and substance reasonably satisfactory to the Company, that such
transfer may be made without registration under the Act or (ii) such
registration. Notwithstanding the foregoing, no such opinion of counsel or
registration shall be required for a transfer of Conversion Shares by a
Stockholder which is a partnership to a partner of such Stockholder, or to
the estate of any such partner, or a transfer by gift, will or intestate
succession from any Stockholder of Conversion Shares to his or her spouse
or members of his or her or his or her spouse's family or a trust for the
benefit of any of the foregoing persons, if the transferee agrees in
writing to be subject to the terms hereof to the same extent as if such
transferee were an original holder of Conversion Shares hereunder.
3. Registration Rights With Respect to the Conversion Shares.
(a) The Company agrees that it will prepare and file with the
Commission, within (30) days after the closing date of the Merger, at
the sole expense of the Company (except as provided in Section 3(c)
hereof), in respect of the Stockholders, so as to permit a resale of
the Conversion Shares under the Act by the Stockholders under the
method of disposition specified by such Stockholders. The Company will
use reasonable best efforts to cause such Registration Statement to
become effective as soon as practicable after the filing date with the
Commission. The Company will notify the Stockholders and its transfer
agent of the effectiveness of the Registration Statement within 1
business day of such event.
(b) The Company will maintain the Registration Statement
effective under the Act (i) if the method of distribution of the
Conversion Shares is a firm commitment underwritten public offering,
until each underwriter has completed the distribution of all
securities purchased by it, and (ii) if the method of distribution of
the Conversion Shares is other than a firm commitment underwritten
public offering, until the earliest of (A) the date that none of the
Conversion Shares covered by such Registration Statement are
outstanding, (B) the date that all of the Conversion Shares have been
sold pursuant to such Registration Statement, (C) the date the
Stockholders receive an opinion of counsel to the Company, which
counsel shall be reasonably acceptable to the Stockholders, that all
of the Conversion Shares may be sold under the provisions of Rule 144
without limitation as to volume, (D) all Conversion Shares have been
otherwise transferred to persons who may trade such shares without
restriction under the Act, and the Company has delivered a new
certificate or other evidence of ownership for such securities not
bearing a restrictive legend, or (E) two (2) years and 180 days from
the Effective Date.
(c) All fees, disbursements and out-of-pocket expenses and costs
incurred by the Company in connection with the preparation and filing
of the Registration Statement and in complying with applicable
securities and Blue Sky laws, fees and expenses in connection with any
listing of the Conversion Shares on a securities exchange or
inter-dealer quotation system, printing expenses, fees and
disbursements of counsel and independent public accountants for the
Company, and the fees and disbursements of the underwriters (other
than underwriting discounts and selling commissions described below),
fees of the National Association of Securities Dealers, Inc., transfer
taxes, fees of transfer agents and registrars and costs of insurance
and fees and expenses of one counsel for the Stockholders shall be
borne by the Company. The Stockholders shall bear the cost of
underwriting and/or brokerage discounts, and selling commissions, if
any, applicable to the Conversion Shares being registered. The
Stockholders and their counsel shall have a reasonable period, not to
exceed 10 business days, to review the proposed Registration Statement
or any amendment thereto, prior to filing with the Commission, and the
Company shall provide each Stockholder with copies of any comment
letters received from the Commission with respect thereto within 2
business days of receipt thereof. The Company shall qualify any of the
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Conversion Shares for sale in such states as any Stockholder
reasonably designates and shall furnish indemnification in the manner
provided in Section 6 hereof. However, the Company shall not be
required to qualify in any state which will require an escrow or other
restriction relating to the Company and/or the sellers, or which will
require the Company to qualify to do business in such state or require
the Company to file therein any general consent to service of process.
The Company at its expense will supply the Stockholders with copies of
the applicable Registration Statement and the prospectus included
therein and other related documents in such quantities as may be
reasonably requested by the Stockholders.
4. Cooperation with Company. The Stockholders will cooperate with the
Company in all respects in connection with this Agreement, including timely
supplying all information reasonably requested by the Company (which shall
include all information regarding the Stockholders and proposed manner of
sale of the Registrable Securities required to be disclosed in any
Registration Statement) and executing and returning all documents
reasonably requested in connection with the registration and sale of the
Registrable Securities and entering into and performing their obligations
under any underwriting agreement, if the offering is an underwritten
offering, in usual and customary form, with the managing underwriter or
underwriters of such underwritten offering. Nothing in this Agreement shall
obligate any Stockholder to consent to be named as an underwriter in any
Registration Statement. The obligation of the Company to register the
Registrable Securities shall be absolute and unconditional as to those
securities which the Commission will permit to be registered without naming
the Stockholders as underwriters.
5. Registration Procedures. The Company shall (except as otherwise
provided in this Agreement), as expeditiously as possible, subject to the
Stockholders' assistance and cooperation as reasonably required with
respect to the Registration Statement:
(a) (i) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration
Statement effective and to comply with the provisions of the Act with
respect to the sale or other disposition of all Registrable Securities
covered by such Registration Statement whenever the Stockholders shall
desire to sell or otherwise dispose of the same (including prospectus
supplements with respect to the sales of Registrable Securities from
time to time in connection with a registration statement pursuant to
Rule 415 promulgated under the Act) and (ii) take all lawful action
such that each of (A) the Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading
and (B) the prospectus forming part of the Registration Statement, and
any amendment or supplement thereto, does not at any time during the
Registration Period include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(b) (i) prior to the filing with the Commission of the
Registration Statement (including any amendments thereto) and the
distribution or delivery of any prospectus (including any supplements
thereto), provide draft copies thereof to the Stockholders as required
by Section 3(c) and reflect in such documents all such comments as the
Stockholders (and their counsel) reasonably may propose respecting the
Selling Shareholders and Plan of Distribution sections (or
equivalents); (ii) furnish to each Stockholder and underwriter such
numbers of copies of a prospectus including a preliminary prospectus
or any amendment or supplement to any prospectus, as applicable, in
conformity with the requirements of the Act, and such other documents,
as such Stockholder or underwriter may reasonably request in order to
facilitate the public sale or other disposition of the Registrable
Securities owned by such Stockholder; and (iii) provide to each
Stockholder or underwriter copies of any comments and communications
from the Commission relating to the Registration Statement, if lawful
to do so;
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(c) register and qualify the Registrable Securities covered by
the Registration Statement under such other securities or blue sky
laws of such jurisdictions as the Stockholders shall reasonably
request (subject to the limitations set forth in Section 3(c) above),
and do any and all other acts and things which may be necessary or
advisable to enable each Stockholder to consummate the public sale or
other disposition in such jurisdiction of the Registrable Securities
owned by such Stockholder;
(d) promptly notify each Stockholder at any time when a
prospectus relating thereto covered by the Registration Statement is
required to be delivered under the Act, of the happening of any event
of which it has knowledge as a result of which the prospectus included
in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing, and the Company shall promptly prepare and file a curative
amendment under Section 5(a) as quickly as commercially possible and
during such period, the Stockholders shall not make any sales of
Registrable Securities pursuant to the Registration Statement;
(e) as promptly as practicable after becoming aware of such
event, notify each Stockholder who holds Registrable Securities being
sold (or, in the event of an underwritten offering, the managing
underwriters) of the issuance by the Commission of any stop order or
other suspension of the effectiveness of the Registration Statement at
the earliest possible time and take all lawful action to effect the
withdrawal, recession or removal of such stop order or other
suspension;
(f) cooperate with the Stockholders to facilitate the timely
preparation and delivery of certificates for the Registrable
Securities to be offered pursuant to the Registration Statement and
enable such certificates for the Registrable Securities to be in such
denominations or amounts, as the case may be, as the Stockholders
reasonably may request and registered in such names as the
Stockholders may request; and, within 3 business days after a
Registration Statement which includes Registrable Securities is
declared effective by the Commission, deliver and cause legal counsel
selected by the Company to deliver to the transfer agent for the
Registrable Securities (with copies to the Stockholders) an
appropriate instruction and, to the extent necessary, an opinion of
such counsel;
(g) furnish, at the request of any Stockholder, on the date that
Conversion Shares are 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 and to such seller to such effect as may
reasonably be requested by counsel for the underwriters or by such
Stockholder or its counsel, and (ii) a letter dated such date from the
independent public accountants retained by the Company, addressed to
the underwriters and to such seller, covering 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
the registration in respect of which such letter is being given as
such underwriters or such Stockholder may reasonably request and
containing "cold comfort" language covering such matters of the type
customarily covered by "cold comfort" letters as the holders of a
majority in nominal value of the Conversion Shares being sold
reasonably request;
(h) use its best efforts to cause all such Conversion Shares to
be listed on a recognized U.S. stock exchange or traded on a U.S.
inter-dealer quotation system and, if similar securities issued by the
Company are already so listed, on each securities exchange or
inter-dealer quotation system on which similar securities issued by
the Company are then listed or traded;
(i) take all such other lawful actions reasonably necessary to
expedite and facilitate the disposition by the Stockholders of their
Registrable Securities in accordance with the intended methods
therefor provided in the prospectus which are customary for issuers to
perform under the circumstances;
(j) in the event of an underwritten offering, promptly include or
incorporate in a prospectus supplement or post-effective amendment to
the Registration Statement such information as the managers reasonably
agree should be included therein and to which the Company does not
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reasonably object and make all required filings of such prospectus
supplement or post-effective amendment as soon as practicable after it
is notified of the matters to be included or incorporated in such
Prospectus supplement or post-effective amendment; and
(k) maintain a transfer agent and registrar for its Common Stock.
6. Indemnification.
(a) To the maximum extent permitted by law, the Company agrees to
indemnify and hold harmless each Stockholder and its officers, directors
and employees and each other person, if any, who controls a Stockholder
within the meaning of the Act (each a "Distributing Stockholder") against
any losses, claims, damages or liabilities, joint or several (which shall,
for all purposes of this Agreement, include, but not be limited to, all
reasonable costs of defense and investigation and all reasonable attorneys'
fees and expenses), to which the Distributing Stockholder may become
subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, or any related final
prospectus or amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the Company will not be liable in
any such case to the extent, and only to the extent, that any such loss,
claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in such Registration Statement, preliminary prospectus, final prospectus or
amendment or supplement thereto in reliance upon, and in conformity with,
written information furnished to the Company by the Distributing
Stockholder, its counsel, affiliates or any underwriter, specifically for
use in the preparation thereof or (ii) by such Distributing Stockholder's
failure to deliver to the purchaser a copy of the most recent prospectus
delivered by the Company to such Distributing Stockholder (including any
amendments or supplements thereto). This indemnity agreement will be in
addition to any liability, which the Company may otherwise have.
(b) To the maximum extent permitted by law, each Distributing
Stockholder agrees that it will, severally and not jointly, indemnify and
hold harmless the Company, and each officer and director of the Company or
person, if any, who controls the Company within the meaning of the Act,
against any losses, claims, damages or liabilities (which shall, for all
purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys' fees and
expenses) to which the Company or any such officer, director or controlling
person may become subject under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement, or
any related final prospectus or amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, but in each case only to the extent
that such untrue statement or alleged untrue statement or omission or
alleged omission was made in such Registration Statement, final prospectus
or amendment or supplement thereto in reliance upon, and in conformity
with, written information furnished to the Company by such Distributing
Stockholder, its counsel, affiliates or any underwriter, specifically for
use in the preparation thereof. This indemnity agreement will be in
addition to any liability, which the Distributing Stockholder may otherwise
have. Notwithstanding anything to the contrary herein, the Distributing
Stockholder shall be liable under this Section 6(b) for only that amount as
does not exceed the net proceeds to such Distributing Stockholder as a
result of the sale of Registrable Securities pursuant to the Registration
Statement.
(c) Promptly after receipt by an indemnified party under this Section
6 of notice of the commencement of any action against such indemnified
party, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve the indemnifying party
from any liability which it may have to any indemnified party except to the
extent the failure of the indemnified party to provide such written
notification actually prejudices the ability of the indemnifying party to
defend such action. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, assume the defense thereof, subject
to the provisions herein stated and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
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thereof, the indemnifying party will not be liable to such indemnified
party under this Section 6 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation, unless the indemnifying party
shall not pursue the action to its final conclusion. The indemnified
parties as a group shall have the right to employ one separate counsel in
any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall not be at the expense of the indemnifying
party if the indemnifying party has assumed the defense of the action with
counsel reasonably satisfactory to the indemnified party unless (i) the
employment of such counsel has been specifically authorized in writing by
the indemnifying party, or (ii) the named parties to any such action
(including any impleaded parties) include both the indemnified party and
the indemnifying party and the indemnified party shall have been advised by
its counsel that there may be one or more legal defenses available to the
indemnifying party different from or in conflict with any legal defenses
which may be available to the indemnified party or any other indemnified
party (in which case the indemnifying party shall not have the right to
assume the defense of such action on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall, in connection
with any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable only for the reasonable fees and
expenses of one separate firm of attorneys for the indemnified party, which
firm shall be designated in writing by the indemnified party). No
settlement of any action against an indemnified party shall be made without
the prior written consent of the indemnified party, which consent shall not
be unreasonably withheld so long as such settlement includes a full release
of claims against the indemnified party.
All fees and expenses of the indemnified party (including reasonable costs
of defense and investigation in a manner not inconsistent with this Section and
all reasonable attorneys' fees and expenses) shall be paid to the indemnified
party, as incurred, within ten (10) business days of written notice thereof to
the indemnifying party; provided, that the indemnifying party may require such
indemnified party to undertake to reimburse all such fees and expenses to the
extent it is finally judicially determined that such indemnified party is not
entitled to indemnification hereunder.
7. Contribution. In order to provide for just and equitable contribution
under the Act in any case in which (i) the indemnified party makes a claim for
indemnification pursuant to Section 6 hereof but is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that the express provisions of Section 6 hereof provide for indemnification in
such case, or (ii) contribution under the Act may be required on the part of any
indemnified party, then the Company and the applicable Distributing Stockholder
shall contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (which shall, for all purposes of this Agreement,
include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees and expenses), in either such
case (after contribution from others) on the basis of relative fault as well as
any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or the applicable Distributing Stockholder on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Stockholder
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 7. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.
Notwithstanding any other provision of this Section 7, in no event shall
any (i) Stockholder be required to undertake liability to any person under this
Section 7 for any amounts in excess of the dollar amount of the proceeds
received by such Stockholder from the sale of such Stockholder's Registrable
Securities (after deducting any fees, discounts and commissions applicable
thereto) pursuant to any Registration Statement under which such Registrable
Securities are registered under the Act and (ii) underwriter be required to
undertake liability to any person hereunder for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with respect to the Registrable Securities underwritten by it and distributed
pursuant to such Registration Statement.
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8. Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) hand delivered, (ii) deposited in the
mail, registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by facsimile, addressed as set forth in the Purchase Agreement or to
such other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (i) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (ii) on the first business day following the date of sending by reputable
courier service, fully prepaid, addressed to such address, or (iii) upon actual
receipt of such mailing, if mailed. Either party hereto may from time to time
change its address or facsimile number for notices under this Section 8 by
giving at least ten (10) days' prior written notice of such changed address or
facsimile number to the other party hereto.
9. Assignment. This Agreement is binding upon and inures to the benefit of
the parties hereto and their respective heirs and successors. The rights granted
the Stockholders under this Agreement may not be assigned except in connection
with a transfer described in Section 2.
10. Additional Covenants of the Company. The Company agrees with each of
the other parties hereto, for so long as it shall be required to maintain the
effectiveness of the Registration Statement, that:
(a) the Company shall file with the Commission in a timely manner all
reports and other documents as the Commission may prescribe under Section
13(a) or 15(d) of the Exchange Act and the rules and regulations
promulgated thereunder; and
(b) the Company shall make and keep current all public information
filed with the Commission.
11. Counterparts/Facsimile. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
together shall constitute but one and the same instrument, and shall become
effective when one or more counterparts have been signed by each party hereto
and delivered to the other parties. In lieu of the original, a facsimile
transmission or copy of the original shall be as effective and enforceable as
the original.
12. Remedies. The remedies provided in this Agreement are cumulative and
not exclusive of any remedies provided by law. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction.
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13. Conflicting Agreements. The Company shall not enter into any agreement
with respect to its securities that is inconsistent with the rights granted to
the Stockholders of Registrable Securities in this Agreement or otherwise
prevents the Company from complying with all of its obligations hereunder.
14. Headings. The headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
in New York by persons domiciled in New York City and without regard to its
principles of conflicts of laws.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed as of the date first above written.
REDWOOD INVESTMENT ASSOCIATES, L.P. AMERICAN UNITED GLOBAL, INC.
By: ________________________________ By: ________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, MD ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
General Partner Chairman of the Board and CEO
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
By: ________________________________ By: ________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, MD ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
STOCKHOLDERS:
Corico, Inc. ▇▇ ▇▇▇▇▇▇, Inc.
Name:______________________________ Name:_____________________________
Title:_____________________________ Title:____________________________
Address:___________________________ Address:__________________________
Old Oak Fund, Inc. Allied International Fund, Inc.
Name:______________________________ Name:_____________________________
Title:_____________________________ Title:____________________________
Address:___________________________ Address:__________________________
▇▇▇▇▇▇ Family Irrevocable Stock Trust ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
9
Name:______________________________ Name:_____________________________
Title:_____________________________ Title:____________________________
Address:___________________________ Address:__________________________
Saudry LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:______________________________ Name:_____________________________
Title:_____________________________ Title:____________________________
Address:___________________________ Address:__________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇
Name:______________________________ Name:_____________________________
Title:_____________________________ Title:____________________________
Address:___________________________ Address:__________________________
▇▇▇▇▇ ▇▇▇▇ Irrevocable Trust ▇▇▇▇▇ ▇▇▇▇ Irrevocable Trust
Name:______________________________ Name:_____________________________
Title:_____________________________ Title:____________________________
Address:___________________________ Address:__________________________
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Name:______________________________ Name:_____________________________
Title:_____________________________ Title:____________________________
Address:___________________________ Address:__________________________
K-Crew and Company
Name:______________________________
Title:_____________________________
Address:___________________________
10
Schedule A
----------
Lifetime Merger Lifetime
Stockholder Shares Shares Conversion Shares
----------- ------ ------ -----------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 11 4,802 96,032
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 21 9,167 183,333
▇▇▇ ▇. ▇▇▇▇ 21 9,167 183,333
▇▇▇▇▇ ▇▇▇▇ Trust 64 27,937 558,730
▇▇▇▇▇ ▇▇▇▇ Irrevocable Trust 43 18,770 375,397
▇▇▇▇▇ ▇▇▇▇▇ 54 23,571 471,429
Corico Inc 155 67,659 1,353,175
▇▇ ▇▇▇▇▇▇ Inc. 99 43,214 864,286
Saudry LLC 21 9,167 183,333
Old Oak Fund, Inc. 13 5,675 113,492
Allied International Fund, Inc. 214 93,413 1,868,254
▇▇▇▇▇▇ Family Irrevocable Trust 25 10,913 218,254
▇▇▇▇▇ ▇▇▇▇▇▇ 321 140,119 2,802,381
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 3 1,310 26,190
K-Krew and Company 6 2,619 52,381