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Title: |
Registration Rights Agreement |
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Date: |
2001 |
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Preview shows 5KB of 24KB total |
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$39 |
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ID: |
#2160184 |
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REGISTRATION RIGHTS AGREEMENT
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THIS REGISTRATION RIGHTS AGREEMENT, dated as of this [ ] day of [ ]
2001 (the "Agreement"), is made and entered into by and between eLOT, Inc., a
Virginia corporation ("Parent"), and PlasmaNet, Inc., a Delaware corporation
("Seller").
RECITALS
--------
WHEREAS, Parent and Seller are parties to an Asset Purchase Agreement,
dated as of June 7, 2001 (the "Asset Purchase Agreement"); and
WHEREAS, the execution and delivery of this Agreement by Parent is a
condition to Seller's obligations to effect the closing under the Asset Purchase
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements and representations contained herein, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
1.1 Terms Defined in Asset Purchase Agreement. Capitalized terms used
in this Agreement without definition shall have the respective meanings assigned
to such terms in the Asset Purchase Agreement.
1.2 Definition of Terms. For purposes of this Agreement, the following
terms shall have the following meanings:
"Agreement" has the meaning specified in the first paragraph of this
Agreement.
"Asset Purchase Agreement" has the meaning specified in the Recitals to
this Agreement.
"Parent" has the meaning specified in the first paragraph of this
Agreement.
"Piggyback Notice" has the meaning specified in Section 2.1(a).
"Piggyback Registration" has the meaning specified in Section 2.1(a).
"Registrable Securities" means shares of Parent Common Stock issued or
issuable to Seller under the Asset Purchase Agreement excluding such shares to
the extent they
{PAGE} 2
-2-
have been sold or otherwise transferred by Seller or are eligible for sale under
Rule 144 under the Securities Act without volume or manner of sale restrictions.
"Securities Act" has the meaning specified in Section 2.1(a).
"Seller" has the meaning specified in the first paragraph of this
Agreement.
"Shelf Registration" has the meaning specified in Section 2.2(a).
"Strategic Cooperation Agreement" means the Strategic Cooperation
Agreement dated as of June 8, 2000 (as amended by Amendment No. 1 thereto of
even date herewith) among Parent and Seller.
ARTICLE II
REGISTRATION RIGHTS
2.1 Piggyback Registrations.
(a) Right to Piggyback on Registrations. Whenever Parent proposes to
register any Parent Common Stock under the Securities Act of 1933, as amended
(the "Securities Act"), in an underwritten offering, Parent will give prompt
written notice (a "Piggyback Notice") to Seller and, subject to the limitations
contained in this Section 2.1(a) and Section 2.1(b), will include all
Registrable Securities with respect to which Parent has received written request
from Seller for inclusion therein within ten (10) business days after the
receipt of the Piggyback Notice (a "Piggyback Registration"). The right of
Seller to include its Registrable Securities in a Piggyback Registration
pursuant to this Section 2.1(a) shall be conditioned upon Seller's participation
in such underwriting and the inclusion of Seller's Registrable Securities in
such underwriting as provided herein. Seller shall, as a condition to its
participation in such underwritten offering, enter into an underwriting
agreement in customary form with the managing underwriter or underwriters
selected by Parent for such underwriting. If Seller disapproves of the terms of
any such underwriting, Seller may elect to withdraw therefrom by written notice
to Parent and the managing underwriter, delivered at least five (5) business
days prior to the effective date of the registration statement.
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