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Title: |
Registration Rights Agreement |
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Date: |
2001 |
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Preview shows 8KB of 45KB total |
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Price: |
$45 |
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ID: |
#892587 |
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EUPHONIX, INC.
220 PORTAGE AVENUE
PALO ALTO, CALIFORNIA 94306
REGISTRATION RIGHTS AGREEMENT
FEBRUARY 18, 2000
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 1 RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; COMPLIANCE
WITH SECURITIES ACT; REGISTRATION RIGHTS...................... 2
1.1 Restrictions on Transferability............................... 2
1.2 Certain Definitions........................................... 2
1.3 Restrictive Legend............................................ 4
1.4 Restrictions on Transfer; Notice of Proposed Transfers........ 5
1.5 Requested Registration........................................ 6
1.6 Company Registration.......................................... 8
1.7 Expenses of Registration...................................... 9
1.8 Registration Procedures....................................... 9
1.9 Indemnification............................................... 11
1.10 Information by Holder......................................... 11
1.11 Rule 144 Reporting............................................ 11
1.12 Transfer of Registration Rights............................... 12
1.13 Termination of Registration Rights............................ 12
SECTION 2 MISCELLANEOUS................................................. 12
2.1 Governing Law................................................. 12
2.2 Survival...................................................... 12
2.3 Successors and Assigns........................................ 12
2.4 Entire Agreement; Amendment................................... 12
2.5 Notices, etc.................................................. 13
2.6 Delays or Omissions........................................... 13
2.7 Counterparts.................................................. 13
2.8 Severability.................................................. 13
2.9 Titles and Subtitles.......................................... 13
2.10 Attorney's Fees............................................... 13
</TABLE>
-i-
<PAGE> 3
EUPHONIX, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made as of
February 18, 2000 between Euphonix, Inc., a California corporation (the
"Company") and the Purchaser of the Company's Common Stock (the "Common
Purchaser") pursuant to the Company's Common Stock Purchase Agreement dated
February 18, 2000 (the "Common Stock Agreement").
The Common Purchaser agrees to be bound by all of the terms and
conditions of this Agreement.
NOW, THEREFORE, the parties agree as follows:
SECTION 1
RESTRICTIONS ON TRANSFERABILITY OF SECURITIES;
COMPLIANCE WITH SECURITIES ACT; REGISTRATION RIGHTS
1.1 RESTRICTIONS ON TRANSFERABILITY. The Common Stock purchased pursuant
to the Common Stock Agreement shall not be sold, assigned, transferred or
pledged except upon the conditions specified in this Section 1, which conditions
are intended to ensure compliance with the provisions of the Securities Act (as
defined below). The Common Purchaser will cause any proposed purchaser,
assignee, transferee, or pledge of any such shares held by the Common Purchaser
to agree to take and hold such securities subject to the provisions and upon the
conditions specified in this Section 1.
1.2 CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
"Closing Date" shall mean the date of the first purchase and sale of
Common Stock pursuant to the Common Stock Agreement.
"Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Common Stock of the Company, par value
$0.001 per share.
"Holder" shall mean (i) any Common Purchaser holding Registrable
Securities and (ii) any person holding Registrable Securities to whom the rights
under this Section I have been transferred in accordance with Section 1.12
hereof.
-2-
<PAGE> 4
"Initiating Holders" shall mean Holders or transferees of any
Holders under Section 1.12 hereof who in the aggregate are Holders of greater
than 50% of the Registrable Securities.
"Registrable Securities" means (i) the Common Stock issued pursuant
to the Common Stock Agreement and (ii) any Common Stock of the Company issued or
issuable in respect of such Common Stock upon any stock split, stock dividend,
recapitalization, or similar event, or any Common Stock otherwise issuable with
respect to such Common Stock; provided, however, that shares of Common Stock, or
other securities shall only be treated as Registrable Securities if and so long
as they have not been (A) sold to or through a broker or dealer or underwriter
in a public distribution or a public securities transaction, whether in a
registered offering, Rule 144 or otherwise, or (B) sold or are, in the opinion
of counsel for the Company, available for sale in a single transaction exempt
from the registration and prospectus delivery requirements of the Securities Act
so that all transfer restrictions and restrictive legends with respect thereto
are removed upon the consummation of such sale.
The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registration Expenses" shall mean all expenses, except as otherwise
stated below, incurred by the Company in complying with Sections 1.5 and 1.6
hereof, including, without limitation, all registration, qualification and
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