Exhibit 10.09
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GUM TECH INTERNATIONAL, INC.
REGISTRATION RIGHTS AGREEMENT
Dated as of July 20,2001
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TABLE OF CONTENTS
Page
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1. Definitions .......................................................... 1
2. Demand Registrations ................................................. 3
(a) Requests for Registration ....................................... 3
(b) Limits on Demand Registrations .................................. 3
3. Piggyback Registrations .............................................. 3
(a) Right to Piggyback .............................................. 3
(b) Priority on Primary Registrations ............................... 4
(c) Priority on Secondary Registrations ............................. 4
4. Holdback Agreements .................................................. 4
5. Registration Procedures .............................................. 5
6. Registration Expenses ................................................ 7
7. Indemnification ...................................................... 7
8. Compliance with Rule 144 and Rule 144A ............................... 9
9. Participation in Underwritten Registrations .......................... 10
10. No Inconsistent Agreements ........................................... 10
11. Remedies ............................................................. 11
12. Amendments and Waivers ............................................... 11
13. Successors and Assigns ............................................... 11
14. Notices .............................................................. 11
15. GOVERNING LAW ........................................................ 12
16. Severability ......................................................... 12
17. Headings ............................................................. 12
18. Counterparts ......................................................... 13
19. Final Agreement ...................................................... 13
20. Representations and Warranties ....................................... 13
21. CONSENT TO JURISDICTION AND SERVICE OF PROCESS;
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS .......................... 13
22. WAIVER OF JURY TRIAL ................................................. 14
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
July 20,2001, is by and between GUM TECH INTERNATIONAL, INC., a Utah corporation
(the "Company"), and WM. WRIGLEY JR. COMPANY, a Delaware corporation
("Wrigley").
RECITALS
▇. ▇▇▇▇▇▇▇ has agreed to purchase, subject to certain conditions,
200,000 shares of Common Stock (the "Issued Stock") pursuant to that certain
Securities Purchase Agreement, dated as of March 14,2001 (the "Securities
Purchase Agreement"), provided, among other things, that certain securities
registration rights are granted to it.
B. The Company deems it desirable for the Company to grant certain
securities registration rights to Wrigley in order to induce Wrigley to purchase
such shares of Common Stock.
AGREEMENTS
In consideration of the recitals and the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. DEFINITIONS. As used in this Agreement:
(a) "Affiliate" shall have the meaning set forth in Rule 12b-2 of
the Securities Exchange Act.
(b) "Change of Control" of the Company shall mean an acquisition
by an un-Affiliated third party of at least a majority of the outstanding shares
of the Common Stock of the Company, a sale or transfer to an unaffiliated third
party of the power to elect a majority of the Board of Directors, or a sale to
an un-Affiliated third party (other than Wrigley) of substantially all of the
assets of the Company, or a merger or other consolidation with an un-Affiliated
third party following which the ability to elect a majority of the members of
the Board of Directors or a majority of the voting power of the surviving
corporation is not held by the shareholders as of the date immediately prior to
such merger or consolidation.
(c) "Commission" means the Securities and Exchange Commission.
(d) "Common Stock" means the common stock, no par value per
share, of the Company.
(e) "Person" means a natural person, a partnership, a
corporation, an association, a joint-stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof or any other entity.
(f) "Registrable Shares" means, at any time, (i) the Issued Stock
and (ii) shares of Common Stock then outstanding which were issued as a dividend
or other distribution with respect to or in replacement of any of the Issued
Stock; PROVIDED, however, that Registrable Shares shall not include any shares
of Common Stock the sale of which has been registered and consummated pursuant
to the Securities Act or which have been sold pursuant to Rule 144.
(g) "Registration Expenses" has the meaning ascribed to it in
Section 6 of this Agreement.
(h) "Rule 144" means Rule 144 promulgated by the Commission under
the Securities Act, as amended from time to time, and any successor provision
with respect thereto.
(i) "Rule 144A" means Rule 144A promulgated by the Commission
under the Securities Act, as amended from time to time, and any successor
provision with respect thereto.
(j) "Securities Act" means the Securities Act of 1933, as
amended.
(k) "Securities Exchange Act" means the Securities Exchange Act
of 1934, as amended.
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2. DEMAND REGISTRATIONS
(a) REQUESTS FOR REGISTRATION. At any time or from time to time
after the earlier of (x) the six month anniversary of the closing of the
transactions contemplated by the Securities Purchase Agreement and (y) the
consummation of a Change of Control of the Company, Wrigley may request
registration under the Securities Act of all or part of its Registrable Shares
on Form S-3 (unless the Company is not eligible to use Form S-3 due to its own
actions, in which case, Wrigley may request registration under the Securities
Act of all or part of its Registrable Shares on any Form which the Company is
then eligible to use) or any similar short-form registration statement (a
"Short-Form Registration") by delivering a written notice to the Company to that
effect. Any Short-Form Registration requested pursuant to this paragraph (a),
other than a Piggyback Registration (as that term is defined in Section 3(a)),
is referred to herein as a "Demand Registration."
(b) LIMITS ON DEMAND REGISTRATIONS. The Company shall be
obligated to register Registrable Shares pursuant to requests made under Section
2(a) on two occasions only; PROVIDED, HOWEVER, that as to each such occasion,
such obligation shall be deemed satisfied only when a Short-Form Registration
covering all shares of Registrable Shares specified in any request received as
aforesaid (and not withdrawn by Wrigley), shall have become effective. In
addition, the Company shall have no obligation to effect a Demand Registration
pursuant to Section 2(a) within 6 months after the effective date of a previous
Demand Registration, which the Company shall use all reasonable efforts to keep
effective for a period of 180 days.
3. PIGGYBACK REGISTRATIONS
(a) RIGHT TO PIGGYBACK. Whenever (i) the Company intends to sell
its securities in a primary offering pursuant to a registration statement filed
with the Commission or whenever securities of the Company then issued and
outstanding are to be registered under the Securities Act (other than pursuant
to a Demand Registration), (ii) the registration statement to be filed by the
Company does not relate to securities under any employee benefit plan and is not
with respect to any merger, corporate reorganization or other transaction under
Rule 145 of the Securities Act or any similar rule of the Commission (including
Form S-4 or any form substituted therefor) and (iii) the form of registration
statement intended by the Company form to be used may be used for the
registration of Registrable Shares (a "Piggyback Registration"), the Company
will give Wrigley prompt written notice (in any event within 10 days prior to
the date of filing such registration statement) of its intention to effect such
a registration and will include in such registration, subject to the terms of
this Section 3, all Registrable Shares with respect to which the Company
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receives a written request (a "Participation Request") for inclusion therein
within 10 days after the Company's notice has been given.
(b) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number (the "Maximum Primary Number") which can be sold in such
offering Without having a material adverse effect on the price of such
securities, the Company will include in such registration, up to the Maximum
Primary Number, (i) first, the securities the Company proposes to sell and (ii)
second, the Registrable Shares requested to be included in such registration by
Wrigley.
(c) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration is an underwritten secondary registration at the request of holders
of the Company's securities (other than Wrigley) and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number (the "Maximum
Secondary Number") which can be sold in such offering without having a material
adverse effect on the price of such securities, the Company will include in such
registration, up to the Maximum Secondary Number, (i) FIRST, the securities
requested to be included therein by the holders (other than Wrigley) requesting
such registration, and (ii) SECOND, the Registrable Shares requested by Wrigley
to be included in such registration.
4. HOLDBACK AGREEMENTS. Wrigley agrees not to effect any public sale
or distribution of Registrable Shares, including any public sale pursuant to
Rule 144, or any securities convertible into or exchangeable or exercisable for
Registrable Shares, during the 10 days prior to and the 90-day period beginning
on the effective date of any underwritten Piggyback Registration (except as part
of such underwritten registration) in which Wrigley was entitled to participate,
unless the underwriters managing the registered public offering or the Company
otherwise agree; provided such obligation will be effective only if each
executive officer and director enters into an agreement on substantially the
same terms. During such period, the Company may impose stop- transfer
instructions with respect to Registrable Shares to prohibit transfers in
violation of this Agreement.
5. REGISTRATION PROCEDURES. Whenever Wrigley requests that any
Registrable Shares be registered pursuant to the terms of this Agreement, the
Company will use reasonable efforts to effect the registration and the sale of
such Registrable Shares in accordance with Commission requirements, and pursuant
thereto, the Company will, as expeditiously as possible:
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(a) prepare and file with the Commission a registration statement
with respect to such Registrable Shares and, in connection with any Demand
Registration, use all reasonable efforts to cause the Short-Form Registration to
become and remain effective for 180 days;
(b) in connection with any Demand Registration, prepare and file
with the Commission such amendments and supplements to the Short-Form
Registration and the prospectus used in connection therewith as may be necessary
to keep the Short-Form Registration effective for a period of not less than 180
days and comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Shares covered by the Short-Form Registration
during such period;
(c) furnish to Wrigley such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus) and such
other documents as Wrigley may reasonably request in order to facilitate the
disposition of the Registrable Shares contemplated by such registration;
(d) use reasonable efforts to register or qualify such
Registrable Shares under such other securities or blue-sky laws of such
jurisdictions as Wrigley reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable to enable Wrigley to
consummate the disposition in such jurisdictions of the Registrable Shares
contemplated by such registration (provided, however, that the Company will not
be required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph, (ii) subject
itself to taxation in any such jurisdiction or (iii) consent to general service
of process in any such jurisdiction);
(e) use reasonable efforts to list all such Registrable Shares on
each securities exchange or stock quotation service on which the Common Stock is
then listed;
(f) provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such registration
statement;
(g) make available for inspection by Wrigley and any attorney,
accountant or other agent retained by Wrigley 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 Wrigley and any attorney, accountant or
agent retained by Wrigley in connection with such registration statement;
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(h) notify Wrigley, promptly after it shall receive notice
thereof, of the time when such registration statement has become effective or a
supplement to any prospectus forming a part of such registration statement has
been filed;
(i) notify Wrigley of any request by the Commission for the
amending or supplementing of such registration statement or prospectus or for
additional information;
(j) prepare and promptly file with the Commission and promptly
notify Wrigley of the filing of any amendment or supplement to such registration
statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is
required to be delivered under the Securities Act, any event shall have occurred
as the result of which any such prospectus or any other prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading;
(k) advise Wrigley, promptly after the Company receives notice or
obtains knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for such purpose and promptly use all reasonable
efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued; and
(l) at least 48 hours prior to the filing of any registration
statement or prospectus or any amendment or supplement to such registration
statement or prospectus, furnish a copy thereof to Wrigley and refrain from
filing any such registration statement, prospectus, amendment or supplement to
which Wrigley shall have reasonably objected on the grounds that such
registration statement, prospectus, amendment or supplement contains information
with respect to Wrigley that is materially damaging to Wrigley's business,
prospects, reputation or otherwise.
6. REGISTRATION EXPENSES. All expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue-sky laws, printing expenses, messenger and delivery expenses
and fees and disbursements of counsel for the Company and its independent
certified public accountants and other Persons reasonably retained by the
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Company (all such expenses being herein called "Registration Expenses"), will be
borne by the Company. In addition, the Company will 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 the securities to be
registered on each securities ex- change on which any shares of Common Stock are
then listed.
7. INDEMNIFICATION
(a) The Company agrees to indemnify, to the fullest extent
permitted by law, Wrigley, its officers and directors against all losses,
claims, damages and liabilities which Wrigley or any of its officers or
directors may become subject to under the Securities Act or otherwise insofar as
such losses, claims, damages and liabilities (actions or proceedings) arise out
of or are based upon any untrue or alleged untrue statement of any material fact
contained in any registration statement under which such Registrable Shares were
registered under the Securities Act, any prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or 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, and the Company will reimburse
Wrigley and each such officer and director for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceeding; except insofar as the same
arises out of or is based upon an untrue or alleged untrue statement of a
material fact or omission or alleged omission of a material fact made in such
registration statement, prospectus, preliminary prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by Wrigley expressly for use therein or by Wrigley's failure to
deliver a copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished Wrigley with a sufficient
number of copies of the same.
(b) In connection with any registration statement covering any
Registrable Shares, Wrigley will furnish to the Company in writing such
information and affidavits with respect to (i) the existence and due
organization of Wrigley, (ii) the number of shares of Common Stock owned by
Wrigley, and the nature of such ownership, (iii) Wrigley's authority to sell the
shares as contemplated in the registration statement, (iv) the method of
distribution of such shares and (v) such other reasonable and customary
information for use in connection with any such registration statement or
prospectus and, to the fullest extent permitted by law, will indemnify the
Company, its directors and officers and each Person who controls the Company
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(within the meaning of the Securities Act) against any losses, claims, damages
and liabilities which the Company or any officer, director or controlling Person
may become subject to under the Securities Act or otherwise insofar as such
losses, claims, damages and liabilities (actions or proceedings) arise out of or
are based upon any untrue or alleged untrue statement of any material fact
contained in such registration statement, any prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or 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, which statement or
alleged statement or omission or alleged omission was made in reliance upon and
conformity with written information furnished in writing to the Company by
Wrigley expressly for use therein, and Wrigley shall reimburse the Company and
each of its officers and directors for any legal and other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, liability, action or proceeding; provided that such liability will be
limited to, the net amount received by Wrigley from the sale of Registrable
Shares pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and, (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party that is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 7 is
applicable in accordance with its terms but for any reason is held to be
unavailable from one or more of the parties hereto, the parties hereto agree to
contribute to the total losses, claims, damages and liabilities to which such
parties (and any officers or directors of such parties and any Person that
controls such party within the meaning of the Securities Act) may become subject
under the Securities Act or otherwise insofar as such losses, claims, damages,
and liabilities (actions or proceedings) for which contribution is sought arise
out of or are based upon any untrue or alleged untrue statement of any material
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fact contained in any registration statement under which such Registrable Shares
were registered under the Securities Act, any prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or 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. Liability for
contribution of Wrigley will be limited to the net amount received by Wrigley
from the sale of Registrable Shares pursuant to such registration statement. In
circumstances in which the indemnification provided for in this Section 7 is
applicable in accordance with its terms but for any reason is held to be
unavailable from one or more of the parties hereto, the reimbursement provisions
of paragraph 7(a) and the notification provisions of paragraph 7(c) shall remain
in full force and effect, to the greatest extent permitted by law, with respect
to the implementation of the contribution provisions of this paragraph 7(d).
(e) The indemnification and contribution provided for under this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of the indemnified party or any officer or director of such
indemnified party, and will survive the transfer of securities.
8. COMPLIANCE WITH RULE 144 AND RULE 144A
(a) If Wrigley proposes to sell any Registrable Shares in
compliance with Rule 144, the Company will at Wrigley's request (i) forthwith
furnish to Wrigley a written statement of compliance with the filing
requirements of the Commission as set forth in Rule 144 and (ii) use all
reasonable efforts to make available to the public and Wrigley such information
as will enable Wrigley to make sales of such Registrable Shares pursuant to Rule
144.
(b) If Wrigley proposes to sell any Registrable Shares in
compliance with Rule 144A, the Company will, at Wrigley's request or at the
written request of any prospective purchaser (other than competitors of the
Company) of such Registrable Shares promptly provide (but in any case within 15
days of a request) to Wrigley or potential purchaser the following information:
(i) a brief statement of the nature of the business of the
Company and the Company's subsidiaries, if any, and the products and
services they offer;
(ii) the most recent consolidated balance sheets and profit
and losses and retained earnings statements and similar financial
statements of the Company for such part of the two preceding fiscal years
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prior to such request as the Company has been in operation (such financial
information will be audited to the extent reasonably available); and
(iii) such other information about the Company, any
subsidiaries and their business, financial condition and results of
operations as Wrigley or such prospective purchaser requests in order to
comply with Rule 144A, as amended, and the antifraud provisions of the
federal and state securities laws.
The Company hereby represents and warrants to Wrigley and any prospective
purchaser of Registrable Shares from Wrigley that the information provided by
the Company pursuant to this Section 8(b) will not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading.
9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. Wrigley may not
participate in any underwritten Piggyback Registration unless Wrigley (i) agrees
to sell its Registrable Shares on the basis provided in any underwriting
arrangements approved by the Company and (ii) completes and executes all
reasonable and customary questionnaires, powers of attorney, if any,
indemnities, underwriting agreements and other documents which are required
under the terms of such underwriting arrangements.
10. NO INCONSISTENT AGREEMENTS. The Company represents that it has not
entered into and agrees that it will not hereafter enter into any agreement with
respect to its securities which would in any manner conflict with, restrict or
be inconsistent with the rights granted to Wrigley in this Agreement and the
performance by the Company of its obligations hereunder.
11. REMEDIES. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
12. AMENDMENTS AND WAIVERS. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended or waived at any time
only by the written agreement of the parties hereto. Any waiver, permit, consent
or approval of any kind or character on the part of either party hereto of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in writing.
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13. SUCCESSORS AND ASSIGNS. All covenants and agreements contained in
this Agreement by or on behalf of either party hereto will bind and inure to the
benefit of the respective successors and assigns of the parties hereto. Neither
party hereto may assign any of its rights or delegate any of its obligations
hereunder without the prior written consent of the other party.
14. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either (a) personally delivered, (b) mailed by registered or
certified first-class mail, prepaid with return receipt requested, (c) sent by a
recognized overnight-courier service, to the recipient at the address below
indicated, or (d) sent by facsimile which is confirmed in writing by sending a
copy of such facsimile to the recipient thereof pursuant to clause (a) or (c)
above:
To the Company: Gum Tech International, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
With a copy to: ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇
To Wrigley: Wm. Wrigley Jr. Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
With a copy to: Skadden, ARPS, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois)
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given (w) on the date
such notice is personally delivered, (x) four days after the date of mailing if
sent by certified or registered mail, (y) one day after the date such notice is
delivered to the overnight-courier service if sent by overnight courier or, (z)
with respect to facsimiles, on the earlier of one day after the date such
facsimile is delivered to the overnight courier for confirmation and
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confirmation by telephone to the number designated herein; provided, however,
that in each case notices received after 4:OO p.m. (local time of the recipient)
shall be deemed to have been duly given on the next business day.
15. GOVERNING LAW. ALL QUESTIONS CONCERNING THE VALIDITY, MEANING AND
EFFECT OF THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THAT
STATE.
16. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.
17. HEADINGS. The headings and captions contained herein are for
convenience only and shall not control or affect the meaning or construction of
any provision hereof.
18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and which together
shall constitute one and the same instrument.
19. FINAL AGREEMENT. This Agreement constitutes the final agreement of
the parties concerning the matters referred to herein and supersedes all prior
agreements and understandings.
20. REPRESENTATIONS AND WARRANTIES. Each party to this Agreement
represents and warrants to the other party hereto (i) that all action on the
part of such party necessary for the authorization, execution, delivery and
performance of this Agreement has been taken and (ii) this Agreement is a legal,
valid and binding obligation of such party, enforceable against such party in
accordance with its terms.
21. CONSENT TO JURISDICTION AND SERVICE OF PROCESS: APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS. THE PARTIES HERETO EACH HEREBY CONSENT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF ARIZONA
AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING
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TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO
ACCEPTS FOR ITSELF OR THEMSELVES, RESPECTIVELY, AND IN CONNECTION WITH ITS AND
THEIR RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE
JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM
NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY NONAPPEALABLE JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO
HEREBY AGREES TO APPOINT AND MAINTAIN CT CORPORATION AND SUCH OTHER PERSONS, IN
EACH CASE WITHIN THE STATE OF ARIZONA, AS MAY HEREINAFTER BE SELECTED BY THEM,
WHO IRREVOCABLY AGREE IN WRITING TO SO SERVE AS AGENT TO RECEIVE ON EACH PARTY'S
BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH
SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND
BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE
MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT
UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL
NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY THE
PARTIES REFUSES TO ACCEPT SERVICE, THE PARTIES AGREE THAT SERVICE UPON SUCH
PARTY BY REGISTERED MAIL SHALL CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.
22. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVES ANY RIGHTS THAT IT MAY
HAVE TO CLAIM OR RECEIVE CONSEQUENTIAL OR SPECIAL DAMAGES IN CONNECTION WITH ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
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IN WITNESS WHEREOF, the parties have executed this Registration
Agreement as of the day and year first above written.
GUM TECH INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO & EVP
WM. WRIGLEY JR. COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
Title: SVP & CFO