EXHIBIT 10.22
FORM OF REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of June 1,
2001, between LIBERTY LIVEWIRE CORPORATION, a Delaware corporation ("Company"),
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("Seller").
Recitals
Seller owns the shares of Class A Common Stock of Company set
forth on Schedule A1 attached hereto ("Issued Shares") and the stock options set
forth on Schedule A2 attached hereto ("Options"). The Issued Shares are
"restricted securities" (as defined in Rule 144 under the Securities Act of
1933, as amended) and, under certain circumstances, any shares of Class A Common
Stock issued by Company to Seller pursuant to the Options may constitute
restricted securities (as so defined) in the hands of Seller. Company is willing
to provide Seller with the registration rights set forth herein.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, and intending to be bound
hereby, the parties to this Agreement hereby agree as follows:
1. Certain Definitions.
Business Day: Any day other than a Saturday, Sunday or holiday on
which banking institutions in Los Angeles, California or New York, New York are
closed.
Class A Common Stock: Class A Common Stock, par value $.01 per
share, of Company.
Commission: The Securities and Exchange Commission, or any other
Federal agency at the time administering the Securities Act or the Exchange Act.
Company Indemnified Parties: As defined in Section 5(b).
Exchange Act: The Securities and Exchange Act of 1934, as
amended, or any successor Federal statute, and the rules and regulations of the
Commission promulgated thereunder, as they each may, from time to time, be in
effect.
Indemnified Party: As defined in Section 5(c).
Indemnifying Party: As defined in Section 5(c).
Losses: As defined in Section 5(a).
Prospectus: The prospectus included in the Registration Statement
as of the date it becomes effective under the Securities Act and, in the case of
references to the Prospectus as of a date subsequent to the effective date of
the Registration Statement, as amended or
supplemented as of such date, including all documents incorporated by reference
therein, as amended, and each prospectus supplement relating to the offering and
sale of any of the Registrable Shares.
Registrable Shares: Issued Shares and any other shares of Class A
Common Stock acquired by Seller upon the exercise of the Options (and which are
not otherwise the subject of an effective Registration Statement under the
Securities Act) and any other shares of capital stock of Company issued in
respect or in replacement of such shares as a result of any stock splits, stock
dividends, reclassifications, recapitalizations, mergers, consolidations or
similar events. References in this Agreement to amounts or percentages of
Registrable Shares as of or on any particular date shall be deemed to refer to
amounts or percentages after giving effect to any applicable events contemplated
by the preceding sentence. Any Registrable Share will cease to be a Registrable
Share when (i) a registration statement covering such Registrable Share has been
declared effective by the Commission and such Registrable Share has been
disposed of pursuant to such effective registration statement, (ii) such
Registrable Share is no longer held by Seller or (iii) such Registrable Share
may be publicly resold without registration under the Securities Act pursuant to
Rule 144(k) promulgated thereunder.
Registration Statement: A registration statement of Company under
the Securities Act on any form (to be selected by Company, and including without
limitation Form S-8) for which Company then qualifies and which permits the
secondary resale thereunder by Seller of the number of Registrable Shares
required pursuant to this Agreement to be included therein. The terms
"Registration Statement" and "Shelf Registration Statement" shall also include
all exhibits and financial statements and schedules and documents incorporated
by reference in such Registration Statement when it becomes effective under the
Securities Act, and in the case of the references to a Registration Statement as
of a date subsequent to its effective date, as amended or supplemented as of
such date.
Regulation S-K: As defined in Section 2(b).
Securities Act: The Securities Act of 1933, as amended, or any
successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, as they each may, from time to time, be in effect.
Shelf Registration Statement: As defined in Section 2(a).
2. Registration.
(a) As soon as practicable after the annual meeting of
stockholders of Company held in the calendar year 2001, and in any event within
15 days after the date of such meeting, Company shall file with the Commission,
and use commercially reasonable efforts to cause to become effective, a
Registration Statement covering the Registrable Shares for offering and sale on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the
"Shelf Registration Statement").
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(b) The section of the Shelf Registration Statement entitled
"Plan of Distribution" shall be prepared in accordance with the requirements of
Item 508 of Regulation S-K promulgated by the Commission under the Securities
Act ("Regulation S-K") and, notwithstanding anything to the contrary contained
herein, shall provide that Seller may distribute the Registrable Shares pursuant
to such Registration Statement solely in the manner set forth on Exhibit A
hereto.
(c) Company shall be entitled to postpone, for a reasonable
period of time not in excess of 90 days after the date of its 2001 annual
stockholders meeting, the filing of a Registration Statement, if (i) at any time
prior to the filing of such Registration Statement Company determines, in its
reasonable business judgment, that such registration and offering could
materially interfere with or otherwise materially adversely affect any
financing, acquisition, corporate reorganization, or other material transaction
or development involving Company or any of its affiliates or require Company to
disclose any material matter that otherwise would not be required to be
disclosed at such time and (ii) Company gives Seller written notice of such
postponement. Any such notice need not specify the reasons for such postponement
if Company determines, in its reasonable business judgment, that doing so would
materially interfere with or materially adversely affect such transaction or
development or would result in the disclosure of material non-public
information. In the event of such postponement, Company shall file such
Registration Statement as soon as practicable after it shall determine, in its
reasonable business judgment, that such registration and offering will not
interfere with the matters described in the first sentence of this Section 2(c)
but in any event within 90 days after the date of the Company's 2001 annual
stockholders meeting.
(d) Company shall also be entitled to postpone the filing of a
Registration Statement if, for such Registration Statement to be filed or go
effective, Company would be required to undergo a special interim audit, or
prepare and file with the Commission sooner than would otherwise be required pro
forma or other financial statements relating to any proposed, probable or
recently completed transaction. In the event of such postponement, Company shall
file such Registration Statement as soon as practicable after the relevant
financial statements have actually been filed.
(e) Notwithstanding anything to the contrary contained herein or
in any other agreement or understanding between Seller and Company, including
without limitation any agreement with respect to any Option, Company shall not
be required to effect or maintain any registration if Company does not have
securities registered under Section 12(b) or 12(g) of the Exchange Act.
3. Obligations with Respect to Registration.
(a) In connection with Company's obligation under this Agreement
to effect the registration of Registrable Shares pursuant to the Shelf
Registration Statement, Company shall:
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(i) subject to Section 3(b), use commercially reasonable
efforts to cause the Shelf Registration Statement to remain
effective, and prepare and file with the Commission any
amendments and supplements to such Registration Statement and to
the Prospectus used in connection therewith as may be necessary
to keep the Prospectus current and in compliance in all material
respects with the provisions of the Securities Act, until the
sooner to occur of the expiration of a two-year period following
the initial filing of the Shelf Registration Statement and the
sale of all Registrable Shares covered by such Shelf Registration
Statement; provided, however, that notwithstanding the expiration
of such two-year period, the Company shall nevertheless use
commercially reasonable efforts to cause to remain effective a
registration statement under the Securities Act, on Form S-8 or a
similar form, registering the issuance by the Company to Seller
of shares of Class A Common Stock issuable upon the exercise of
the Options, so long as any Options remain outstanding and have
not been exercised or terminated;
(ii) notify Seller: (A) when the Shelf Registration
Statement becomes effective, (B) when the filing of a
post-effective amendment to the Shelf Registration Statement or
supplement to the Prospectus is required, when such amendment or
supplement is filed, and in the case of a post-effective
amendment, when it becomes effective, (C) of any request by the
Commission for any amendment of or supplement to the Shelf
Registration Statement or any Prospectus relating thereto or for
any additional information in relation to the Shelf Registration
Statement or Prospectus or any matter described therein and (D)
of the entry of any stop order suspending the effectiveness of
such Registration Statement or of the initiation of any
proceedings for that purpose;
(iii) furnish to Seller a conformed copy of the Shelf
Registration Statement as declared effective by the Commission
and of each post-effective amendment thereto, and such number of
copies of the final Prospectus and of each supplement thereto as
may reasonably be required to facilitate the distribution of the
Registrable Shares included in such Registration Statement;
(iv) register or qualify the Registrable Shares covered by
the Shelf Registration Statement under the securities or blue sky
laws of such jurisdictions in the United States as Seller shall
reasonably request, and do any and all other acts and things
which may be necessary to enable Seller to consummate the
disposition in such jurisdictions of such Registrable Shares in
accordance with a method of distribution described in such
Registration Statement; provided, however, that Company shall in
no event be required to qualify to do business as a foreign
corporation or as a dealer in any jurisdiction where it is not so
qualified, to conform its capitalization or the composition of
its assets at the time to the securities or blue sky laws of such
jurisdiction, to execute or file any general consent to service
of process under the laws of any jurisdiction, to take any action
that would subject it to service of process in suits other than
those arising out of the offer and sale of the Registrable Shares
covered by such Registration
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Statement, or to subject itself to taxation in any jurisdiction
where it has not theretofore done so;
(v) use its diligent efforts to obtain, from its
independent certified public accountants, a "cold comfort" letter
in customary form and covering such matters of the type
customarily covered by cold comfort letters, and use its best
efforts to obtain from its counsel an opinion or opinions in
customary form; and
(vi) cause such Registrable Shares to be listed on the
principal exchange or exchanges or qualified for trading on the
principal over-the-counter market on which the Class A Common
Stock is then listed or traded, if not already so listed or
qualified.
(b) Notwithstanding anything to the contrary contained herein, if
at any time after the filing of the Shelf Registration Statement or after it is
declared effective by the Commission, Company determines, in its reasonable
business judgment, that such registration and offering could materially
interfere with or otherwise materially adversely affect any financing,
acquisition, corporate reorganization, or other material transaction or
development involving Company or any of its affiliates or require Company to
disclose material matters that otherwise would not be required to be disclosed
at such time, then Company may require the suspension by Seller of the
distribution of any of the Registrable Shares by giving notice to Seller. Any
such notice need not specify the reasons for such suspension if Company
determines, in its reasonable business judgment, that doing so would interfere
with or adversely affect such transaction or development or would result in the
disclosure of material non-public information. Company shall not be entitled to
postpone the filing of a Registration Statement pursuant to Section 2(c) or
require Seller to suspend the distribution of Registrable Shares under this
Section 3(b) for more than 90 days in any 12-month period. In the event that
such notice is given, then until Company has determined, in its reasonable
business judgment, that such registration and offering would no longer interfere
with the matters described in the preceding sentence (subject to the time
limitations contained therein) and has given notice thereof to Seller, Company's
obligations under Section 2(a), if the Registration Statement has not become
effective, or under Section 3(a)(i), if the Registration Statement has become
effective, will be suspended. In the event of a suspension pursuant to this
Section 3(b) after a Registration Statement has been declared effective, the
two-year period of effectiveness of such Registration Statement referred to in
Section 3(a)(i) will be extended by a number of days equal to the total number
of days for which the distribution of Registrable Shares included in such
Registration Statement has been suspended under this Section 3(b).
(c) Company's obligations to Seller under this Agreement shall be
conditioned upon Seller's compliance with the following:
(i) Seller shall cooperate with Company at Company's
expense in connection with the preparation of the Registration
Statement, and for so long as Company is obligated to keep the
Registration Statement effective, Seller shall provide to
Company, in writing, for use in the Registration Statement, all
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information regarding Seller and such other information as may be
necessary to enable Company to prepare the Registration Statement
and Prospectus covering the Registrable Shares and to maintain
the currency and effectiveness thereof;
(ii) Seller shall enter into such agreements with Company
and any underwriter, broker-dealer or similar securities industry
professional containing representations, warranties, indemnities
and agreements as are in each case customarily entered into and
made by selling stockholders;
(iii) during such time as Seller may be engaged in a
distribution of the Registrable Shares, Seller shall comply with
all applicable laws and regulations, including but not limited to
Regulation M promulgated under the Exchange Act, and pursuant
thereto shall, among other things: (A) not engage in any
stabilization activity in connection with the securities of
Company in contravention of any such laws or regulations ; (B)
distribute Registrable Shares solely in the manner described in
the Shelf Registration Statement, or in transactions for which
registration under the Securities Act is not required; (C) cause
to be furnished to each underwriter, agent or broker-dealer to or
through whom the Registrable Shares, or to the offeree if an
offer is made directly by Seller, such copies of the Prospectus
(as amended and supplemented to such date) and documents
incorporated by reference therein as may be required by such
underwriter, agent, broker-dealer or offeree; and (D) not bid for
or purchase any securities of Company or attempt to induce any
person to purchase any securities of Company other than as
permitted under the Exchange Act and the rules and regulations of
the Commission promulgated thereunder; and
(iv) on notice from Company of the happening of any of the
events specified in clauses (B), (C) or (D) of Section 3(a)(ii),
or that, as set forth in Section 3(b), it requires the suspension
by Seller of the distribution of any Registrable Shares, Seller
shall cease offering or distributing Registrable Shares until
such time as Company notifies Seller that offering and
distribution of the Registrable Shares may recommence.
4. Expenses of Registration.
All expenses in connection with the filing of the Shelf
Registration Statement, any qualification or compliance with federal or state
laws required in connection therewith, and the distribution of the Registrable
Shares shall, as between Seller and Company, be borne as follows:
(a) Company shall pay and be responsible for the registration fee
payable under the Securities Act, blue sky fees and expenses, if applicable
(subject to the limitations set forth in Section 3(a)(iv)), printing fees and
all fees and disbursements of Company's counsel and accountants. Solely at its
discretion, Company may, in lieu of engaging the services of a financial
printing company with respect to the Registration Statement or the Prospectus,
arrange
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for the photocopying thereof, in which event Company will bear the applicable
photocopying costs.
(b) Seller shall pay all fees and disbursements of its own
counsel and other advisers, all stock transfer fees (including the cost of all
transfer tax stamps) or expenses, if any, and all other expenses (including
underwriting or brokerage discounts, commissions and fees) related to the
distribution of the Registrable Shares that have not expressly been assumed by
Company as set forth above.
5. Indemnification.
(a) Company agrees to indemnify and hold harmless Seller from and
against any losses, claims, damages or liabilities (collectively "Losses"),
joint or several, to which Seller may become subject, to the extent that such
Losses (or actions in respect thereof) are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or the Prospectus, or any omission or alleged omission to state
therein 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, or any violation by Company of the Securities Act or state
securities or blue sky laws that relates to any action or inaction required of
Company in connection with the registration or qualification of securities under
such laws; and, subject to Section 5(c), Company will reimburse Seller for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Losses; provided, however, that Company will
not indemnify or hold harmless Seller from or against any such Losses (i) that
arise out of or are based upon any violation by Seller (or any agent,
broker-dealer or underwriter it engaged) of any federal or state securities
laws, rules or regulations or any failure by Seller to give any purchaser of
Registrable Shares at or prior to the written confirmation of such sale, a copy
of the most recent Prospectus or (ii) if the untrue statement, omission or
allegation thereof upon which such Losses or expenses are based (x) was made in
reliance upon and in conformity with the information provided by or on behalf of
Seller in writing specifically for use or inclusion in the Registration
Statement or any Prospectus, or (y) was made in any Prospectus used after such
time as Company advised Seller that the filing of a post-effective amendment or
supplement thereto was required, except the Prospectus as so amended or
supplemented, or (z) was made in any Prospectus used after such time as the
obligation of Company hereunder to keep the Registration Statement effective and
current has expired or been suspended.
(b) Seller agrees to indemnify and hold harmless Company, its
directors and officers and each person, if any, who controls Company within the
meaning of either the Securities Act or the Exchange Act (the "Company
Indemnified Parties"), from and against any Losses, joint or several, to which
Company Indemnified Parties may become subject, to the extent that such Losses
(or actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, or any omission or alleged omission to
state therein 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, made in conformity with
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information provided by or on behalf of Seller in writing specifically for use
or inclusion in the Registration Statement or any Prospectus, or (ii) the use of
any Prospectus by or on behalf of Seller after Company has advised Seller that
the filing of a post-effective amendment or supplement thereto is required,
except the Prospectus as so amended or supplemented, or (iii) the use of any
Prospectus after the obligation of Company hereunder to keep the Registration
Statement effective and current has expired or been suspended, or (iv) any
violation by Seller (or any agent, broker-dealer or underwriter engaged by
Seller) of any federal or state securities law or rule or regulation thereunder
or any failure by Seller or its agents to give any purchaser of Registrable
Shares at or prior to the written confirmation of such sale, a copy of the most
recent Prospectus; and, subject to Section 5(c), Seller shall reimburse such
Company Indemnified Parties for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Losses. Seller's
obligation to indemnify Company Indemnified Parties for Losses hereunder shall
be limited to the aggregate net proceeds received by Seller from the sale of
Registrable Shares pursuant to this Agreement.
(c) Each party entitled to indemnification under this Section 5
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and the
Indemnifying Party may participate at its own expense in the defense, or if it
so elects, to assume the defense of any such claim and any action or proceeding
resulting therefrom, including the employment of counsel and the payment of all
expenses. The failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party from its obligations to indemnify such
Indemnified Party, except to the extent the Indemnified Party's failure so to
notify actually prejudices the Indemnifying Party's ability to defend against
such claim, action or proceeding. In the event that the Indemnifying Party
elects to assume the defense in any action or proceeding, the Indemnified Party
shall have the right to employ separate counsel in any such action or proceeding
and to participate in the defense thereof, but the fees and expenses of such
separate counsel shall be such Indemnified Party's expense unless (i) the
Indemnifying Party has agreed to pay such fees and expenses or (ii) the named
parties to any such action or proceeding (including any impleaded parties)
include an Indemnified Party and the Indemnifying Party, and such Indemnified
Party shall have been advised by counsel that there may be a conflict of
interest between such Indemnified Party and the Indemnifying Party in the
conduct of the defense of such action (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate
counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not assume the defense of such action or proceeding on such Indemnified Party's
behalf, it being understood, however, that the Indemnifying Party shall not, in
connection with any one such action or proceeding or separate but substantially
similar or related actions or proceedings arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for all Indemnified
Parties, which firm shall be designated in writing by Seller or Company as the
case may be). No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of the Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. The
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Indemnifying Party shall not be liable for any settlement of any such action or
proceeding effected without its written consent, but if settled with its written
consent, or if there be a final judgment for the plaintiff in any such action or
proceeding, the Indemnifying Party shall indemnify and hold harmless the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment
(d) If the indemnification provided for under this Section 5 is
unavailable to or insufficient to hold the Indemnified Party harmless under
subparagraphs (a) or (b) above in respect of any Losses referred to therein for
any reason other than as specified therein, then the Indemnifying Party shall
contribute to the amount paid or required by law to be paid by such Indemnified
Party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and such Indemnified Party on the other in connection with
the statements or omissions which resulted in such Losses 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 (or omitted to be supplied by) Company or
Seller the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, the relative
benefits received by each party from the sale of the Registrable Shares and any
other equitable considerations appropriate under the circumstances. The amount
paid or payable by an Indemnified Party as a result of the Losses referred to
above in this Section 5(d) 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. Seller's obligation to
contribute pursuant to this Section 5(d) shall be limited to the aggregate net
proceeds received by Seller from the sale of Registrable Shares pursuant to this
Agreement. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
6. Exchange Act Compliance. From and after such date as a registration
statement filed by Company pursuant to the Exchange Act shall have become
effective, Company shall use commercially reasonable efforts to comply in all
material respects with all of the reporting requirements of the Exchange Act and
shall use commercially reasonable efforts to comply in all material respects
with all other public information reporting requirements of the Securities and
Exchange Commission that are conditions to the availability of Rule 144 from the
sale of Class A Common Stock. Company shall cooperate with Seller in supplying
such information as may be necessary for Seller to complete and file any
information reporting forms presently or hereafter required by the Securities
and Exchange Commission as a condition to the availability of Rule 144.
7. Notices. All notices, requests, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed, certified or registered mail with
postage prepaid, or sent by telex, telegram or telecopier, as follows:
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(a) if to Company:
Liberty Livewire Corporation
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to Seller :
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other person or address as any party shall specify by notice in
writing to the other party. All notices and other communications given to a
party in accordance with the provisions of this Agreement shall be deemed to
have been given (i) three Business Days after the same are sent by certified or
registered mail, postage prepaid, return receipt requested, (ii) when delivered
by hand or transmitted by telecopy (answer back received) or (iii) one Business
Day after the same are sent by a reliable overnight courier service, with
acknowledgment of receipt requested. Notwithstanding the preceding sentence,
notice of change of address shall be effective only upon actual receipt thereof.
8. Amendment. Any provision of this Agreement may be amended or modified
in whole or in part at any time by an agreement in writing among Company and
Seller, executed in the same manner as this Agreement. No consent, waiver or
similar act shall be effective unless in writing.
9. Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto and supersedes all prior agreements and understandings,
oral and written, among the parties hereto with respect to the subject matter
hereof.
10. Counterparts. This Agreement may be executed in two or more
counterparts, and on separate counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument, and a signature page from one counterpart may be removed and
attached to another identical counterpart, with the same effect as if the
persons signing such separate signature pages had signed the same counterpart.
11. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the internal laws of the State of New York, without giving
effect to principles of conflicts of laws.
12. Assignment. The Seller may not assign his rights under this
Agreement without the prior written consent of Company, except for any transfer
upon Seller's death to any of his heirs, devisees or personal representatives,
in accordance with the laws of distribution and
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descent. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. In the event of any transfer by Seller pursuant to the first
sentence of this Section 12, such transferee shall be deemed to be Seller for
purposes of this agreement (including the definition of Registrable Shares),
unless the context otherwise requires.
13. Blackout Periods. Seller covenants and agrees that he shall not sell
any Registrable Shares pursuant to a Registration Statement during (i) the
34-day period commencing on any April 16, July 16, or October 16, or (ii) the
60-day period commencing on any February 14 (collectively, the "Blackout
Periods"). For the avoidance of doubt, the preceding sentence shall not be
construed to prohibit Seller from selling shares during any Blackout Period
through any transaction that does not require the delivery of a prospectus under
the Securities Act. Seller acknowledges that the designation of such blackout
periods does not supersede or otherwise diminish any obligation that Seller may
have to comply with any "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇" guidelines established from time by
the Company, to the extent such guidelines may be applicable to Seller, or the
requirements of applicable state and Federal securities laws and regulations,
including without limitation Rule 10b-5 under the Securities Exchange Act of
1934, as amended, which among other things prohibits the offer or sale of any
security by any person in possession of material non-public information relating
thereto.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
LIBERTY LIVEWIRE CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name:
Title:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
EXHIBIT A
The Registrable Shares may be sold by Seller directly or through agents
designated from time to time or to or through broker-dealers designated from
time to time. To the extent required, any such agent or broker-dealer involved
in the offer and sale of the Registrable Shares and any applicable commissions,
discounts or other items constituting compensation to such agents or
broker-dealers will be set forth in a Prospectus Supplement.
The distribution of the Registrable Shares may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices determined on a negotiated or competitive
bid basis. Registrable Shares may be sold through a broker-dealer acting as
agent or broker for Seller, or to a broker-dealer acting as principal, including
without limitation in any such transaction pursuant to a forward sale, put
option purchased by Seller, call option written by Seller, or similar
transaction, or a delivery of Shares to cover a short sale by Seller (in any
such case subject to all applicable laws and regulations and to the requirements
of any stock exchange or automated quotation system on which or through which
any such transaction shall be consummated. In the case of any sale by Seller to
a broker-dealer acting as principal, the broker-dealer may then resell such
Registrable Shares to the public at varying prices to be determined by such
broker-dealer at the time of resale.