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EXHIBIT 2.5
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AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
among
U.S. TECHNOLOGIES INC.,
USV PARTNERS, LLC,
NORTHWOOD CAPITAL PARTNERS LLC,
NORTHWOOD VENTURES LLC,
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
and
CERTAIN OTHER SHAREHOLDERS
OF U.S. TECHNOLOGIES INC.
Dated as of April 12, 2000
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AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the
"Agreement") is entered into as of this 12th day of April, 2000, by and among
U.S. Technologies Inc., a Delaware corporation (the "Company"), USV Partners,
LLC, a Delaware limited liability company ("USV"), Northwood Capital Partners
LLC, a New York limited liability company ("Northwood Capital"), Northwood
Ventures LLC, a New York limited liability company ("Northwood Ventures"),
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Ledecky") and the other holders of shares of the capital
stock or other securities of the Company that are parties hereto, including
those that are added as parties by joinder (the "Other Preferred Holders")
(each of USV, Northwood Capital, Northwood Ventures, Ledecky and the Other
Preferred Holders, an "Investor," and together the "Investors").
WITNESSETH:
WHEREAS, USV is the owner of certain shares of the Company's Series A
Convertible Preferred Stock, par value $0.02 per share (the "Series A
Convertible Preferred Stock"), the Company's common stock, par value $0.02 per
share (the "Common Stock"), and warrants (the "Warrants") to purchase 500,000
shares (subject to adjustment pursuant to the terms thereof) of the Common
Stock;
WHEREAS, the Company has entered into a Stock Exchange Agreement
dated as of February 21, 2000, as amended by the Amendment to Stock Exchange
Agreement dated as of April 5, 2000 (together, the "Stock Exchange Agreement"),
with E2Enet, Inc. ("E2E"), U.S. Technologies Acquisition Sub, Inc. and those
persons (including Northwood Capital, Northwood Ventures and Ledecky) who as of
the closing of the merger contemplated therein (the "Closing") will own,
collectively, all of the issued and outstanding shares of the capital stock of
E2E (the "E2E Stockholders");
WHEREAS, pursuant to the Stock Exchange Agreement, the Company is
issuing to the E2E Stockholders at the Closing shares of the Company's Series B
Convertible Preferred Stock, par value $0.02 per share (the "Series B
Convertible Preferred Stock"), with an aggregate stated value equal to
$11,200,000;
WHEREAS, as a condition to the Closing, the Company is raising
additional capital of at least $6,250,000, for which the Company is issuing at
or following the Closing shares of the Company's Series C Convertible Preferred
Stock, par value $0.02 per share (the "Series C Convertible Preferred Stock"),
and additional shares of the Series A Convertible Preferred Stock;
WHEREAS, the Company and USV have entered into a Registration Rights
Agreement dated as of July 16, 1998 (the "USV Registration Rights Agreement"),
pursuant to which the Company agreed to register shares of Common Stock as set
forth therein; and
WHEREAS, in connection with the Company's execution of the Stock
Exchange Agreement and the transactions contemplated therein, the Company and
USV have agreed to amend and restate the USV Registration Rights Agreement, and
the Company has agreed, on the terms and conditions set forth herein, to
register shares of Common Stock as set forth below.
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NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree that the USV Registration Rights
Agreement shall be superseded and replaced in its entirety by this Agreement,
and the Parties hereto further agree as follows:
ARTICLE I. DEFINITIONS
1.1 Definitions. As used herein, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):
"Action or Proceeding" means any action, suit, arbitration, proceeding or
Governmental Authority investigation or audit.
"Advice" has the meaning given it in Section 3.2 of this Agreement.
"Affiliate" means any Person that, directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with the Person specified. For purposes of this definition, control of a Person
means the power, direct or indirect, to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.
"Applicable Securities Authority" means the Commission or any other
Governmental Authority with which a registration statement or similar form must
be filed to issue securities under the Applicable Securities Laws.
"Applicable Securities Law" means each Law applicable to the purchase and
sale of securities of the Company, including, without limitation, the
Securities Act, the Exchange Act and "Blue Sky" laws and the rules and
regulations promulgated thereunder.
"Blocking Notice" has the meaning given it in Section 3.2 of this
Agreement.
"Business Day" means any Day other than a Saturday, Sunday or public
holiday or the equivalent for banks under the laws of Washington, DC.
"Commission" means the United States Securities and Exchange Commission or
any other U.S. federal agency at the time administering the Securities Act.
"Common Stock" has the meaning given it in the recitals.
"Company Registration Notice" means a request to include Registrable
Securities in a registration initiated by the Company pursuant to Section 2.3
hereof (a) made in writing, (b) by a Holder of Registrable Securities, and (c)
specifying the number of Registrable Securities to be offered for sale pursuant
to such registration (which may be any or all of the Registrable Securities
owned by such Holder).
"Day" means a calendar day.
"Demand Registration" means a registration pursuant to Section 2.1 hereof
and sale pursuant to such registration, under the Applicable Securities Laws,
of all or substantially all of the Registrable Securities that are the subject
of a Qualifying Request, which sale shall be made
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pursuant to a firm commitment underwritten secondary offering arranged for by
the Company, unless the requirement of a firm commitment underwriting is waived
in writing by the Holders of a majority of the Registrable Securities that are
the subject of such Qualifying Request.
"E2E Stockholders" has the meaning given it in the recitals.
"Exchange Act" means the United States 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 from time to time.
"Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any court, panel, judge, board, bureau,
commission, agency or other entity, body or other Person exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to such government.
"Holder" means any Investor and any Transferee that has become a Party to
this Agreement by executing a joinder agreement in the form attached hereto as
Exhibit A.
"Indemnified Party" has the meaning given it in Section 5.3 of this
Agreement.
"Indemnifying Party" has the meaning given it in Section 5.3 of this
Agreement.
"Laws" means all laws, statutes, rules, regulations, ordinances and other
pronouncements having the effect of law in any country, or any state, province,
county, city or other political subdivision thereof.
"Order" means any writ, judgment, decree, injunction or similar order of
any Governmental Authority (in each case whether preliminary or final).
"Party" means a party to this Agreement.
"Person" means and includes any individual, partnership, joint venture,
corporation, trust, limited liability company, joint stock company,
unincorporated organization, association or other entity and includes any
Governmental Authority.
"Piggyback Notice" means a request to include Registrable Securities in a
registration pursuant to Section 2.2 hereof (a) made in writing, (b) by a
Holder of Registrable Securities, and (c) specifying the number of Registrable
Securities to be offered for sale pursuant to such registration (which may be
any or all of the Registrable Securities owned by such Holder) and the intended
disposition thereof.
"Preferred Shares" means the Series A Shares, Series B Shares and Series C
Shares.
"Qualifying Request" means a request for a Demand Registration (a) made in
writing, (b) by the Holder or Holders of Registrable Securities constituting
one third (1/3) of all Registrable Securities, (c) specifying the number of
Registrable Securities to be offered for sale pursuant to the Demand
Registration, and (d) specifying whether the Company is to arrange for a public
sale in a firm commitment underwritten secondary offering of the Registrable
Securities that are the subject of such request.
"Registering Shareholder" has the meaning given it in Section 2.2(a) of
this Agreement.
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"Registrable Security" means each share of Common Stock (a) into which a
Preferred Share is convertible, (b) for which a Warrant is exercisable, (c)
into which or for which any other security of the Company held by a Holder is
convertible or exercisable, (d) otherwise held by a Holder, and (e) received
with respect to a Preferred Share, Warrant, or Registrable Security pursuant to
any stock dividend, stock split, recapitalization or similar event; provided,
however, that (i) a Holder of Preferred Shares or of a Warrant or of any other
security of the Company convertible into or exercisable for Common Stock shall
be deemed to be the Holder of the Registrable Securities attributable to such
Preferred Shares or Warrant or other security; and (ii) any Registrable
Security will cease to be a Registrable Security when (A) such Registrable
Security has been transferred pursuant to an effective registration statement
or Rule 144 under the Securities Act or any comparable Applicable Securities
Law covering such Registrable Security (but not including any transfer exempt
from registration under any Applicable Securities Law), (B) such Registrable
Security is no longer held of record by a Holder, or (C) such Registrable
Security has ceased to be outstanding.
"Registration Statement" has the meaning given it in Section 3.1(a).
"Requesting Holder" has the meaning given it in Section 2.3(a) of this
Agreement.
"Requesting Piggyback Holder" has the meaning given it in Section 2.2(a)
of this Agreement.
"Securities Act" means the United States 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 from time to time.
"Series A Convertible Preferred Stock" has the meaning given it in the
recitals.
"Series B Convertible Preferred Stock" has the meaning given it in the
recitals.
"Series C Convertible Preferred Stock" has the meaning given it in the
recitals.
"Series A Shares" means the shares of Series A Convertible Preferred Stock
purchased by USV and any additional or replacement shares of preferred or
common stock issued with respect to Series A Shares upon any stock dividend,
stock split, recapitalization or similar event.
"Series B Shares" means the shares of Series B Convertible Preferred Stock
acquired by the E2E Stockholders pursuant to the Stock Exchange Agreement and
any additional or replacement shares of preferred or common stock issued with
respect to Series B Shares upon any stock dividend, stock split,
recapitalization or similar event.
"Series C Shares" means the shares of Series C Convertible Preferred Stock
purchased by investors in the Company as contemplated by the Share Exchange
Agreement and any additional or replacement shares of preferred or common stock
issued with respect to Series C Shares upon any stock dividend, stock split,
recapitalization or similar event.
"Shareholder" means any holder of equity securities of the Company.
"Stock Exchange Agreement" has the meaning given it in the recitals.
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"Transfer" means, as applicable, (i) a sale, transfer, assignment, pledge,
hypothecation or other disposition or encumbrance of capital stock or an
interest therein, or (ii) to sell, transfer, assign, pledge, hypothecate or
otherwise dispose or encumber capital stock or an interest therein.
"Transferee" means any Person to which Registrable Securities are
Transferred by a Holder, in each case in accordance with the terms of such
securities or the certificate of designations, purchase agreement or other
document designating, evidencing or otherwise relating to such securities, as
the case may be.
"Warrants" has the meaning given it in the recitals.
1.2 Interpretation. Unless otherwise expressly provided herein, (a)
defined terms in the singular include the plural and vice versa, and the
masculine, feminine and neuter gender include all genders; (b) the words
"hereof," "herein" and "hereunder" and words of similar import refer to this
Agreement as a whole and not to any particular provision of this Agreement; (c)
the words "include," "includes," and "including" mean include, includes and
including "without limitation" and "without limitation by specification"; (d)
references to any Person shall be construed as a reference to such Person and
any permitted successors or assigns of such Person; (e) references to "consent"
shall mean prior consent evidenced in writing; (f) terms such as "satisfactory
to ______," "acceptable to _________," "in such manner as ______ may
determine," "to ______'s satisfaction," and phrases of similar import authorize
and permit such Party to approve, disapprove, act or decline to act, unless
otherwise specified herein, in its reasonable discretion without unreasonable
delay or condition; and (g) references to Sections refer to Sections of this
Agreement.
ARTICLE II. REGISTRATION RIGHTS
2.1 Demand Registrations. (a) Following the date that is six (6) months
after the date on which the Series B Shares and Series C Shares are converted
into Common Stock as contemplated by the Stock Exchange Agreement, the Holders
of Registrable Securities shall be entitled to require the Company to effect
from time to time Demand Registration of the Registrable Securities pursuant to
Qualifying Requests. If a Qualifying Request is made by fewer than all Holders
of Registrable Securities, copies of the Qualifying Request shall be
distributed by the Company to all Holders who are not Parties to such
Qualifying Request within five Business Days after it is received by the
Company. Each such Holder shall be entitled to join in the Qualifying Request
by delivering written notice to the Company within ten Business Days after its
receipt of a copy of the Qualifying Request from the Company. Such notice shall
specify the number of Registrable Securities that each such Holder elects to
include in the Qualifying Request and, if the Qualifying Request does not
already include such a requirement, whether such Holder requires the Company to
arrange for public sale in a firm commitment underwritten secondary offering of
the Registrable Securities that are the subject of the Qualifying Request.
(b) Within 90 Days after receiving a Qualifying Request from any
Holder of Registrable Securities, the Company shall (i) prepare and file a
registration statement under the Applicable Securities Laws covering the
Registrable Securities which are the subject of such request, (ii) use its best
efforts to cause such registration statement to become effective promptly
thereafter and (iii) take appropriate steps to complete all other requirements
for registration or qualification of the Registrable Securities under the
Applicable Securities Laws.
(c) The Company shall use its best efforts to arrange for public sale
in a firm commitment underwritten secondary offering of the Registrable
Securities that are the subject of
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a Qualifying Request delivered pursuant to Section 2.1(a), unless the
requirement of a firm commitment underwriting is waived in writing by a
majority of the Holders of the Registrable Securities that are subject to such
Qualifying Request. The Holders of a majority of the Registrable Securities
that are the subject of such Qualifying Request shall have the right to
designate the managing underwriter(s) of any such offering, subject to the
consent of the Company, which consent shall not be unreasonably withheld.
Except as the Holders having delivered or joined in a Qualifying Request may
consent in writing, the Company will not file with the Applicable Securities
Authority any other registration statement with respect to its Common Stock
(other than a registration effected on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor
forms thereto), whether for its own account or that of other stockholders, from
the date of receipt of the Qualifying Request until the completion of the
period of distribution of the Registrable Securities contemplated thereby.
(d) If the Company grants any demand registration rights to another
Person, the Company shall include within such demand registration rights an
obligation on behalf of such Person to notify the Company in writing of its
intent to exercise its demand registration rights at least 30 Days prior to
such exercise. Immediately after receipt of such notice but in no event later
than three Days after receipt thereof, the Company shall deliver a copy of such
notice to the Holders. If the Holders exercise their demand registration rights
hereunder prior to the exercise of the demand registration rights held by the
Person providing such notice, the Registrable Securities sought to be
registered by the Holders shall be included in the registration statement and
any associated offering prior to the securities sought to be registered by such
other Person.
2.2 "Piggyback" Registrations. (a) If at any time the Company proposes or
agrees to register any of its securities (other than securities registered on
Form S-4 or Form S-8 or any successor forms thereto) for the account of any
Shareholder (each a "Registering Shareholder"), then in each such case the
Company shall, not later than five Days after deciding or agreeing to register
such shares, give written notice thereof to each Holder of Registrable
Securities (which shall include a list of the jurisdictions in which the
Company intends to attempt to qualify such securities). If, within 30 Days of
the receipt by the Holders of any such written notice, any Holder (each a
"Requesting Piggyback Holder") delivers to the Company a Piggyback Notice,
subject to Section 2.4 hereof, the Company shall include in such registration
statement the Registrable Securities specified in such Piggyback Notice. The
Company shall have the right to designate the managing underwriter(s) of any
such offering, subject to the consent of the Registering Shareholders and the
Requesting Piggyback Holders, which consents shall not be unreasonably
withheld.
(b) If, at any time prior to the filing of a registration
statement in connection with a registration described in Section 2.2(a) above,
the Registering Shareholders withdraw their request for registration or the
Company determines for any reason either not to register any securities or to
delay registration of such securities, the Company may, at its election, give
written notice of such withdrawal by the Registering Shareholders or
determination by the Company to each Requesting Piggyback Holder and,
thereupon, in the case of a withdrawal by the Registering Shareholders or a
determination not to register by the Company, shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration. No registration effected under this Section 2.2 shall relieve the
Company of its obligations to effect any registration upon request under
Section 2.1, nor shall any registration hereunder be deemed to have been
effected pursuant to Section 2.1.
2.3 Company Registration. (a) If, at any time or from time to time, the
Company shall determine to register any of its securities for its own account,
the Company will promptly
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give the Holders of Registrable Securities written notice thereof (which shall
include a list of the jurisdictions in which the Company intends to attempt to
qualify such securities). If, within 30 Days of the receipt by the Holders of
any such written notice, any Holder (each a "Requesting Holder") delivers to
the Company a Company Registration Notice, subject to Section 2.4 hereof, the
Company shall include in such registration statement the Registrable Securities
specified in such Company Registration Notice.
(b) If, at any time after giving written notice of its intention to
register any securities and prior to filing of a registration statement in
connection with such registration, the Company shall determine for any reason
either not to register or to delay registration of such securities, the Company
may, at its election, give written notice of such determination to each
Requesting Holder and, thereupon, in the case of a determination not to
register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration. No registration effected under
this Section 2.3 shall relieve the Company of its obligations to effect any
registration upon request under Section 2.1, nor shall any registration
hereunder be deemed to have been effected pursuant to Section 2.1.
2.4 Managing Underwriter Cut-Backs. If any registration pursuant to this
Section 2 contemplates an underwritten offering and the managing underwriter(s)
advise the Company and the Holders requesting that the Company register
Registrable Securities pursuant to this Section 2 in writing that the inclusion
in the registration statement of some or all of the Registrable Securities
sought to be registered by such Holders creates a significant risk that the
price per share that such Holders and the Company will derive from such
registration will be adversely affected or that the number of shares or
securities sought to be registered is too large a number to be reasonably sold,
the Company will include in such registration statement such number of shares
or securities as the Company and such Holders are so advised in writing can be
sold in such offering without such an effect, as follows and in the following
order of priority:
(a) with respect to registrations pursuant to Section 2.1, first, the
Registrable Securities of each Holder that delivered or joined in a Qualifying
Request on a pro rata basis in proportion to the number of Registrable
Securities sought to be registered; and second, the number of shares or
securities sought to be registered by any other Shareholders who have a
contractual, incidental "piggyback" right to include such securities in the
registration statement;
(b) with respect to registrations pursuant to Section 2.2, first, the
securities sought to be registered by the Registering Shareholders; second, on
a pro rata basis in proportion to the number of Registrable Securities sought
to be registered, the Registrable Securities of each of the Requesting
Piggyback Holders; and third, the number of shares or securities sought to be
registered by any other Shareholders who have a contractual, incidental
"piggyback" right to include such securities in the registration statement; and
(c) with respect to registrations pursuant to Section 2.3, first, the
number of shares or securities sought to be registered by the Company; and
second, on a pro rata basis in proportion to the number of Registrable
Securities sought to be registered, the Registrable Securities of each of the
Requesting Holders.
2.5 Other Registration Rights. Except as provided herein, no Person has
any right of any nature to require the Company to register Common Stock of the
Company owned by such Person, and the Company shall not enter into any
agreement offering registration rights that are superior to the rights set
forth in Sections 2.1, 2.2 and 2.3 without the prior written consent of the
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Holders of a majority of the Registrable Securities, which consent shall not be
unreasonably withheld.
2.6 Conversion of Registrable Securities. Preferred Shares, Warrants and
other securities of the Company convertible into or exercisable for Common
Stock shall be deemed automatically converted into or exercised for their
corresponding Registrable Securities immediately before the sale of such
Registrable Securities pursuant to a Registration Statement. Any unpaid portion
or the exercise price for Registrable Securities attributable to the Warrants
or any other warrants shall be deducted from the proceeds of the sale and paid
to the Company at the closing of such sale. Upon such automatic conversion,
such converted or exercised Preferred Shares, Warrants and other securities of
the Company shall be deemed to be canceled and shall cease to be outstanding.
ARTICLE III. REGISTRATION PROCEDURES
3.1 Company Obligations. Whenever the Holders of Registrable Securities
have requested that any Registrable Securities be registered pursuant to this
Agreement, the Company will:
(a) prepare and furnish to the Holders drafts of each registration
statement to an Applicable Securities Authority pertaining to any securities of
the Company (each a "Registration Statement"), any prospectus, amendment or
supplement thereto and any document incorporated by reference therein, which
documents will be subject to the review and comments of each Holder as to
matters regarding such Holder; file each Registration Statement and use its
best efforts to cause such Registration Statement to become effective; notify
each Holder of Registrable Securities of the effectiveness of each Registration
Statement; and furnish to the Holders such number of copies of such
Registration Statement, each amendment and supplement thereto (including any
exhibits thereto), the prospectus included in such Registration Statement
(including each preliminary prospectus), the documents incorporated by
reference therein and such other documents as any Holder may reasonably
request;
(b) use its best efforts to maintain the effectiveness of each
registration statement filed pursuant to this Agreement, and take such other
steps as are required by Applicable Securities Laws to maintain the
registration or qualification in effect either (i) until such time as all
Registrable Securities registered pursuant to the registration statement have
been sold or (ii) for a period of 180 days, whichever is shorter. Each Holder
shall provide written notice to the Company within 15 Days after it has sold
all of its Registrable Securities registered pursuant to this Agreement;
(c) notify the Holders in writing of the occurrence of an event
requiring the preparation of a supplement or amendment to a prospectus and
promptly prepare and file with the Applicable Securities Authority any such
supplement or amendment;
(d) use its best efforts to register or qualify the Registrable
Securities registered pursuant to a Registration Statement under such other
Applicable Securities Laws as any Holder may reasonably request and do any and
all other acts which may be reasonably necessary or advisable to enable any
such Holder to consummate the disposition of its Registrable Securities under
such Applicable Securities Laws, except that the Company shall not be required
to qualify to do business as a foreign corporation, subject itself to taxation
or consent to general service of process in any jurisdiction where it is not
currently obligated to be so qualified, in accordance with and subject to the
terms and conditions contained herein;
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(e) cause all such Registrable Securities to be listed or quoted on
each securities exchange or market on which similar securities issued by the
Company are then listed;
(f) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of the applicable Registration
Statement;
(g) enter into such customary agreements (including underwriting
agreements in customary form) in order to expedite or facilitate the
disposition of such Registrable Securities;
(h) make available for inspection by any underwriter participating
in any disposition pursuant to a Registration Statement, and any attorney,
accountant or other agent retained by any such underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors, employees and independent accountants
to supply all information reasonably requested by any such underwriter,
attorney, accountant or agent in connection with such Registration Statement;
and
(i) otherwise use its best efforts to comply with all Applicable
Securities Laws.
3.2 Suspension of Effectiveness. At least five Business Days prior to any
disposition of Registrable Securities, a Holder shall advise the Company of the
dates on which such disposition is expected to commence and terminate, the
number of Registrable Securities expected to be sold, the method of disposition
and such other information as the Company may reasonably request in order to
supplement the related prospectus in accordance with the Applicable Securities
Laws. The Company may suspend dispositions under the registration statement and
notify the Holder that it may not sell the Registrable Securities pursuant to
any registration statement or prospectus (a "Blocking Notice") if (a) the
Company's management determines in its reasonable good faith judgment that the
Company's obligation to ensure that such registration statement and prospectus
are current and complete would require the Company to take actions that might
reasonably be expected to have a detrimental effect on any proposal,
negotiations or plan by the Company or any of its subsidiaries to engage in any
acquisition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer, reorganization or similar transaction or
(b) the Company determines that the registration statement, the prospectus, any
amendment or supplement thereto, or any document incorporated by reference
therein contains 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 or requires the making of any additions to or changes in
the registration statement or the prospectus in order to make the statements
therein not misleading; provided that such suspension may not exceed 60 days.
Each Holder agrees by acquisition of the Registrable Securities that, upon
receipt of a Blocking Notice from the Company, such Holder shall not dispose
of, sell or offer for sale any Registrable Securities pursuant to a
registration statement until such Holder receives (a) copies of the
supplemented or amended prospectus, or a written determination from counsel for
the Company that such disclosure is not required due to subsequent events, (b)
notice in writing (the "Advice") from the Company that the use of the
prospectus may be resumed and (c) copies of any additional or supplemental
filings that are incorporated by reference in the prospectus. If so directed by
the Company in connection with any Blocking Notice, each Holder will deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies, then in such Holder's possession of the prospectus covering such
Registrable Securities that was current immediately prior to the time of
receipt of such Blocking Notice. In the event the Company shall give any
Blocking Notice, the time regarding the effectiveness of a registration
statement set forth in Section 2.1 shall be extended by the number of Days
during the period from and including the
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date of the giving of such Blocking Notice to and including the date when the
Holder shall have received the copies of the supplemented or amended
prospectus, the Advice and any additional or supplemental filings that are
incorporated by reference in the prospectus or the supplemental prospectus, as
the case may be. Delivery of a Blocking Notice and the related suspension of
any registration statement in accordance with the terms of this Section 3.2
shall not constitute a default under this Agreement.
ARTICLE IV. REGISTRATION EXPENSES; HOLDBACK
4.1 Company Expenses. Except as provided in Section 4.2, all fees and
expenses incident to the Company's performance of or compliance with this
Agreement shall be borne by the Company, including, without limitation, the
following fees and expenses: (a) all Applicable Securities Authority,
self-regulatory organization, stock exchange and other registration and filing
fees and listing fees; (b) the fees and expenses of the Company's compliance
with securities or "Blue Sky" laws (including reasonable fees and disbursements
of counsel in connection with "Blue Sky" qualifications of the Registrable
Securities); (c) printing expenses; (d) all underwriting discounts and
commissions not attributable to the sale of Registrable Securities; (e) the
fees and disbursements of counsel for the Company and of one firm of counsel
for the selling Holders, collectively, in each relevant jurisdiction; (f) the
fees and expenses of independent certified public accountants; (g) the fees and
expenses of underwriters and other persons retained by the Company in
connection with a registration; (h) fees of transfer agents and registrars; and
(i) messenger and delivery expenses; provided, however, in connection with
Demand Registration pursuant to Section 2.1, the Company shall pay such fees
and expenses only with respect to the first three (3) times such right is
exercised (but provided that any registration at the Company's expense begun
pursuant to Section 2.1 that is subsequently withdrawn at the request of the
Holders of a majority of the Registrable Securities that are the subject of a
Qualifying Request shall not count toward the three (3) Demand Registrations at
the Company's expense if the Holders that delivered or joined in the Qualifying
Request reimburse the Company for all out-of-pocket expenses incurred by the
Company in connection with such withdrawn registration). In addition, the
Company shall pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance obtained by the Company, and the expenses
and fees for listing or authorizing for quotation the securities to be
registered on each securities exchange on which any Registrable Securities are
then listed or quoted.
4.2 Holder Expenses. The selling Holders shall pay all underwriting
discounts and commissions attributable to the sale of Registrable Securities
and all of the selling Holders' internal expenses incurred in connection with
any offering (including, without limitation, all salaries and expenses of the
selling Holders' officers and employees performing legal or accounting duties,
but excluding fees and expenses of the selling Holders' counsel that are
payable by the Company under Section 4.1).
4.3 Restrictions on Public Sale by Holder of Registrable Securities. To
the extent not inconsistent with applicable Law, each Holder whose securities
are included in a registration statement agrees not to effect any public sale
or distribution of the issue being registered or a similar security of the
Company, or any securities convertible into or exchangeable or exercisable for
such securities, including a sale pursuant to Rule 144 under the Securities
Act, during the 14 days prior to, and during the 90-day period beginning on,
the effective date of such registration statement (except as part of such
registration), if and to the extent requested by either the
12
Company in the case of a non-underwritten public offering or if and to the
extent requested by the managing underwriter(s) in the case of an underwritten
public offering.
4.4 Restrictions on Public Sale by the Company and Others. The Company
agrees not to effect any public sale or distribution of any securities similar
to those being registered, or any securities convertible into or exchangeable
for such securities (other than any such sale or distribution of such
securities in connection with any merger or consolidation by either the Company
or any subsidiary thereof or in connection with the sale of the capital stock
or all or substantially all of the assets of any other Person or in connection
with an employee stock option plan or benefit plan), during the 14 days prior
to, and during the 90-day period beginning on, the effective date of any
registration statement in which the Holders are participating or the
commencement of a public distribution of the Registrable Securities.
ARTICLE V. INDEMNIFICATION; CONTRIBUTION
5.1 Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Holder, each of such Holder's officers, directors, partners,
employees and agents, and each Person controlling any such Persons and, if
requested by any underwriter, such underwriter and each person who controls
such underwriter from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation, any
legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability
or action, and any of the foregoing incurred in settlement of any litigation,
commenced or threatened) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in a Registration
Statement or prospectus contained therein or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arising out of or based upon any violation by the Company of any Applicable
Securities Law applicable to the Company and relating to action or inaction by
the Company in connection with any registration, qualification or compliance
required hereunder, or arising out of or based upon the Company's breach of any
representation, warranty, covenant or agreement contained in this Agreement;
provided, however, that the Company shall not be liable in any such case to the
extent any of such losses, claims, damages, liabilities or expenses arise out
of, or are based upon, any such untrue statement or omission or allegation
thereof based upon information furnished in writing to the Company by such
Holder expressly for use therein. In addition to any other information
furnished in writing to the Company, expressly for use therein, by the Holder,
the information in the registration statement under the caption "Selling
Shareholders" (or any similarly captioned section containing the information
required pursuant to Item 507 of Regulation S-K promulgated pursuant to the
Securities Act) shall be deemed information furnished in writing to the Company
by the Holder; provided that the Company has complied with its obligations
pursuant to Section 3.1(a).
5.2 Indemnification by Holders. Each Holder agrees severally to indemnify
and hold harmless the Company, its directors and officers and each person, if
any, who controls the Company and, if requested by any underwriter, such
underwriter and each person who controls such underwriter to the same extent as
the foregoing indemnity from the Company, but only with respect to information
furnished in writing by such Holder, or on its behalf, expressly for use in a
Registration Statement or prospectus relating to Registrable Securities, any
amendment or supplement thereto or any preliminary prospectus, and provided
that the obligation of each Holder to indemnify will be several and not joint.
Each Holder's indemnity obligations under this
13
Section 5.2 and contribution obligations under Section 5.4 shall be limited, in
the aggregate, to the net sales proceeds actually received by it in connection
with the applicable offering.
5.3 Conduct of Indemnification Proceedings. If any Action or Proceeding
(including any governmental investigation) shall be brought or asserted against
any Person entitled to indemnification under Section 5.1 or 5.2 above (an
"Indemnified Party") in respect of which indemnity may be sought from any Party
who has agreed to provide such indemnification (an "Indemnifying Party") and
the Indemnifying Party acknowledges in writing to the Indemnified Party that
the Indemnified Party is entitled to indemnity by the Indemnifying Party
hereunder, the Indemnifying Party shall assume the defense of such Action or
Proceeding, including the employment of counsel reasonably satisfactory to such
Indemnified Party, and shall assume the payment of all expenses. Such
Indemnified Party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party unless (a) the
Indemnifying Party has agreed to pay such fees and expenses, or (b) such
Indemnified Party shall have been advised by counsel that there is an actual or
potential material conflict of interest on the part of counsel employed by the
Indemnifying Party to represent such Indemnified Party. If counsel advises the
Indemnified Party of such a conflict of interest, or if the Indemnifying Party
fails to acknowledge in writing that the Indemnified Party is entitled to
indemnity hereunder, the Indemnifying Party shall not have the right to assume
the defense of such Action or Proceeding on behalf of such Indemnified Party
and, upon written notice to the Indemnifying Party, the Indemnified Party may
employ separate counsel at the expense of the Indemnifying Party; it being
understood, however, that the Indemnifying Party shall not, in connection with
any one Action or Proceeding or separate but substantially similar or related
Actions or Proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for all such Indemnified Parties, which firm shall be designated in
writing by such Indemnified Parties. The Indemnifying Party shall not be liable
for any settlement of any such Action or Proceeding or any threatened 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
such Indemnified Parties from and against any loss or liability (to the extent
stated above) by reason of such settlement or judgment. The failure of any
Indemnified Party to give prompt notice of a claim for indemnification
hereunder shall not limit the Indemnifying Party's obligations to indemnify
under this Agreement, except to the extent such failure is prejudicial to the
ability of the Indemnifying Party to defend the action. No Indemnifying Party,
in the defense of any such claim or litigation, shall, except with the consent
of each Indemnified Party, consent to entry of any judgment or enter into any
settlement unless (x) there is no finding or admission of any violation of any
rights of any Person and no effect on any other claims that may be made against
any Indemnified Party, (y) the sole relief provided is monetary damages that
are paid in full by the Indemnifying Party and (z) such judgment or settlement
includes as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of such claim or litigation.
5.4 Contribution. If the indemnification provided for in this Article V is
unavailable to any Indemnified Party in respect of any losses, claims, damages,
liabilities or judgments referred to herein, then the Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall to the extent permitted by
applicable Law contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages, liabilities and judgments in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and the Indemnified Party on the other, in
connection with the matters which resulted in such
14
losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative fault of any Indemnifying Party
on the one hand and of any Indemnified Party on the other 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 such Party, and the Parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. No person guilty of fraudulent
misrepresentation (within the meaning of subsection 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.
5.5 Survival. The indemnity and contribution agreements contained in this
Article V shall remain operative and in full force and effect with respect to
any sales of Registrable Securities made pursuant to a Registration Statement
regardless of (a) any termination of this Agreement, (b) any investigation made
by or on behalf of any Indemnified Party or by or on behalf of the Company, and
(c) the consummation of the sale or successive resale of the Registrable
Securities.
ARTICLE VI. MISCELLANEOUS
6.1 Rules 144 and 144A. The Company covenants that following the
registration of Registrable Securities it will file any reports required to be
filed by it under the Securities Act and the Exchange Act so as to enable
Holders holding Registrable Securities to sell such Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rules 144 and 144A under the Securities Act, as each
such Rule may be amended from time to time, or (b) any similar rule or rules
hereafter adopted by the Commission. Upon the request of any such Holder, the
Company will forthwith deliver to such Holder a written statement as to whether
it has complied with its obligation pursuant to this Section 6.1 to file any
reports required to be filed by it under the Securities Act and the Exchange
Act. In connection with any transfer pursuant to this Section 6.1, upon the
written request of the Company, the Holder shall furnish to the Company such
information so that the Company may ensure that the Holder has complied with
the limitations set forth in Rules 144 and 144A or any similar rule or rules
hereafter adopted by the Commission.
6.2 Dispute Resolution.
(a) All disputes, controversies, and claims directly or indirectly
arising out of or in relation to this Agreement or the validity,
interpretation, construction, performance, breach or enforceability of this
Agreement shall be finally, exclusively and conclusively settled by binding
arbitration, as provided in this Section 6.2, under the Commercial Arbitration
Rules of the American Arbitration Association (the "AAA") which are then in
effect.
(b) The arbitral tribunal shall be composed of three arbitrators, one
or whom shall be appointed by the Company, one of whom shall be appointed by
the Holders that are parties to the dispute, controversy or claim, and the
third of whom shall be appointed by the two arbitrators designated by the
parties. The arbitration proceedings shall be conducted in the English
language, and all documents not in English submitted by any party must be
accompanied by an English translation. The arbitration proceedings shall be
conducted and any arbitral award shall be made in Washington, D.C.
(c) The Parties agree: (i) that the arbitral tribunal shall have no
authority to award punitive damages or any damages other than those recoverable
in accordance with this
15
Agreement (which may include reasonable attorneys' fees and other costs of
arbitration); (ii) to be bound by any arbitral award or Order resulting from
any arbitration conducted hereunder and that any such award or Order shall be a
reasoned award, shall be in writing, shall specify the factual and legal basis
for the award, and shall be final and binding; (iii) not to commence, procure,
participate in, or otherwise be involved as a party in any claim, Action or
Proceeding that might result in any Order concerning a dispute hereunder
(except for initiating Actions or Proceedings to obtain a judgment recognizing
or enforcing an arbitral award or Order and except for applications, claims,
Actions or Proceedings by the Parties seeking interim, interlocutory or other
provisional relief in any court having jurisdiction, but only on the ground
that the award to which the applicant may be entitled may be rendered
ineffectual without such provisional relief); (iv) that any monetary award
shall be made and payable in U.S. Dollars, in each case through a bank selected
by the recipient of the award, together with interest thereon at the lesser of
the one year London Interbank Offered Rate (LIBOR), as appearing in the Reuters
screen, plus five percent, or the maximum interest rate permissible under
applicable Law, from the date the award is granted to but excluding the date it
is paid in full; and (v) that judgment on any arbitral award or Order resulting
from an arbitration conducted under this Section 6.2 may be entered in any
court of competent jurisdiction having jurisdiction thereof or having
jurisdiction over any Party or any of its assets.
(d) The Company and the Holders hereby irrevocably waive and exclude
all rights of appeal, challenge, or recourse to any court from any arbitral
award or Order resulting from any arbitration conducted under this Section 6.2
(except for initiating Actions or Proceedings to obtain a judgment recognizing
or enforcing an arbitral award or Order and except for Actions or Proceedings
seeking interim, interlocutory or other provisional relief in any court having
jurisdiction, but only on the ground that the award to which the applicant may
be entitled may be rendered ineffectual without such provisional relief). Each
of the Parties to this Agreement hereby consents to the non-exclusive
jurisdiction of any court of competent jurisdiction in the State of Delaware
for all Actions or Proceedings to obtain a judgment recognizing or enforcing an
arbitral award or Order and waives any defense or opposition to such
jurisdiction.
(e) The arbitrators, in their discretion, may consolidate two or more
arbitrations or claims between any of the Parties arising pursuant to this
Agreement or any other agreement among the parties or to which the Holders or
Shareholders are a party into one arbitration, may terminate any such
consolidation and/or may establish other arbitration proceedings for different
claims that may rise in any one arbitration. Notwithstanding the foregoing, the
arbitrators shall consolidate arbitrations and/or claims if they determine that
it would be more efficient to consolidate such arbitrations and/or claims than
to continue them separately and (i) there are matters of fact or law that are
common to the arbitrations and/or claims to be consolidated, (ii) there are
related payment and performance obligations considered in the arbitrations
and/or claims to be consolidated, and/or (iii) there is a danger of
inconsistent awards.
(f) Each Party shall bear its own expenses in connection with the
arbitration provided in this Section 6.2, provided that the fees of the
arbitrators shall be divided equally between the Parties.
6.3 Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given, other than as mutually agreed upon
in writing by the Company and the Holders.
16
6.4 Notices. Any notices or communications required or permitted hereunder
shall be in writing and shall be delivered by facsimile, courier, hand or first
class (registered or certified) mail to each Party at the address(es) indicated
for such Party on the signature pages to this Agreement. Any Party may, upon
written notice given in accordance with this Section 6.4 to the other Parties,
designate another address or Person for receipt of notices hereunder. All
notices, claims, demands and other communications hereunder shall be deemed
given (a) in the case of a facsimile transmission, when received by recipient
in legible form and sender has received an electronic confirmation of receipt
of the transmission; (b) in the case of delivery by a standard overnight
courier, upon the date of delivery indicated in the records of such courier;
(c) in the case of delivery by hand, when delivered by hand; or (d) in the case
of delivery by first class (registered or certified) mail, upon the expiration
of five (5) Business Days after the Day when mailed (postage prepaid, return
receipt requested).
6.5 Successors and Assigns; New Parties. A Holder may assign, without the
Company's consent, and shall be deemed to have assigned, such Holder's rights
and benefits with respect to the Registrable Securities that are transferred to
a Transferee. A Transferee that becomes bound by the terms of this Agreement by
its execution of a joinder agreement in the form attached hereto as Exhibit A
shall retain the rights and benefits of the transferor and become a Holder
under this Agreement. The Company may not assign any rights, benefits or
obligations under this Agreement without prior written consent of a majority of
the Holders. This Agreement shall inure to the benefit of and be binding upon
the permitted successors and assigns of the Company and the Holders.
6.6 Counterparts; Facsimile. This Agreement may be executed in any number
of identical counterparts and it shall not be necessary for each Party to
execute each of such counterparts, but when each has executed and delivered one
or more of such counterparts, the several parts, when taken together, shall be
deemed to constitute one and the same instrument, enforceable against each
Party in accordance with its terms. In making proof of this Agreement, it shall
not be necessary to produce or account for more than one such counterpart
executed by the Party against whom enforcement of this Agreement is sought.
Signatures transmitted by facsimile shall be binding as evidence of a Party's
agreement to be bound by the terms and conditions hereof.
6.7 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
6.8 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware without regard to
its principles of choice of law or conflict of laws.
6.9 Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term of this Agreement, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never constituted a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance from this Agreement.
6.10 Entire Agreement. This Agreement is intended by the Parties as the
final expression of their agreement and is intended to be a complete and
exclusive statement of their agreement and understanding in respect of the
subject matter contained herein. This Agreement
17
supersedes all prior agreements and understandings between the Parties with
respect to such subject matter, including without limitation the USV
Registration Rights Agreement, and all provisions of, rights granted under and
covenants made in the USV Registration Rights Agreement are hereby waived,
released and terminated in their entirety and shall have no further force or
effect.
6.11 Third Party Beneficiaries. Other than Indemnified Parties not a party
hereto, this Agreement is intended for the benefit of the Company, the Holders
and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.
6.12 Obligations Several; Independent Nature of Each Holder's Rights. Each
obligation of any Holder is several and no such Holder shall be responsible for
the obligations of any other Holder. Nothing contained herein, and no action
taken by any Holder pursuant hereto, shall be deemed to constitute any Holders
as a partnership, an association, a joint venture or any other kind of entity.
Each Holder shall be entitled to protect and enforce its rights arising out of
this Agreement without notice to or the consent of any other Person, except as
specifically provided herein, and it shall not be necessary for any other such
Holder to be joined as an additional party in any proceeding for such purpose.
6.13 Nonwaiver. No course of dealing or delay or failure to exercise any
right, power or remedy hereunder on the part of any Holder shall operate as a
waiver of or otherwise prejudice such Holder's rights, powers or remedies.
6.14 Remedies. The Company and the Holders acknowledge that the remedies
at law in the event of any default or threatened default in the performance of
or compliance with any of the terms of this Agreement are not and will not be
adequate and that, to the fullest extent permitted by law and equity, such
terms may be specifically enforced by a decree for the specific performance of
any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise without requiring any bond or other security,
unless otherwise required by applicable law (which cannot be waived).
6.14 New Parties. During the term of this Agreement, the Company may, upon
the prior written consent of the Holders of a majority of the Registrable
Securities, permit any additional Person to become a party to this Agreement by
executing a joinder agreement in the form attached hereto as Exhibit A;
provided, however, that such consent shall not be required for the joinder of
any E2E Stockholder and any holder of Series C Shares that is not a party
hereto as of the date hereof.
6.15 Termination. All rights granted hereunder shall expire and this
Agreement shall terminate on the earlier of (i) the written consent of the
Holders, and (ii) the sixth (6th) anniversary of the date hereof.
18
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.
U.S. TECHNOLOGIES INC.
By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Co-Chairman and Co-CEO
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
USV PARTNERS, LLC
By: USV MANAGEMENT, LLC
By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Sole Member
Address: c/o U.S. Viewing Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
19
NORTHWOOD CAPITAL PARTNERS LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
NORTHWOOD VENTURES LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
20
EXHIBIT A
FORM OF JOINDER AGREEMENT
This Joinder Agreement (the "JOINDER AGREEMENT") is entered
into as of the date written below among the undersigned (the "JOINING PARTY")
and the parties to the Amended and Restated Registration Rights Agreement dated
as of the 12th day of April, 2000 (the "REGISTRATION RIGHTS AGREEMENT"), among
U.S. Technologies Inc., a Delaware corporation (the "COMPANY"), and certain
holders of the capital stock and other securities of the Company. Capitalized
terms used but not defined herein shall have the meanings given such terms in
the Registration Rights Agreement.
The Joining Party hereby acknowledges, agrees and confirms
that, by its execution of this Joinder Agreement, the Joining Party shall be
deemed to be a party to the Registration Rights Agreement and shall have all of
the rights and obligations of a "HOLDER" under the Registration Rights
Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees
to be bound by, all of the terms, provisions and conditions contained in the
Registration Rights Agreement.
This Joinder Agreement may be executed by facsimile.
IN WITNESS WHEREOF, the undersigned has executed this Joinder
Agreement as of this day ______ of _______________, 2000.
-------------------------------
Name:
Address:
Telephone:
Facsimile:
