<PAGE>
EXHIBIT 4.4
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INVESTORS' RIGHTS AGREEMENT
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(Non-Institutional Investors)
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THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of August 14, 2000, by and among CYPRESS FINANCIAL SERVICES, INC., a
Nevada corporation (the "Company"), and the persons identified on Schedule A
attached hereto (the "Stockholders").
The parties hereby agree as follows:
SECTION 1
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Registration Rights
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1.1 Certain Definitions. As used in this Agreement, the following terms
-------------------
shall have the meanings set forth below:
(a) "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.
(b) "Common Stock" shall mean the common stock of the Company, par
value $0.001 per share.
(c) "Convertible Notes" shall mean those secured convertible
promissory notes of even date herewith issued by the Company to the Stockholders
in an aggregate principal amount of $4,200,000.
(d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
(e) "Holder" shall mean any Stockholder who holds Registrable
Securities and any holder of Registrable Securities to whom the registration
rights conferred by this Agreement have been transferred in compliance with
Section 1.7 hereof.
(f) "Institutional Investors" shall mean any Persons that hold (i)
shares of Common Stock, convertible preferred stock or debt securities of the
Company, (ii) shares of Common Stock issued upon conversion or exchange of any
preferred stock or debt securities of the Company and (iii) shares of Common
Stock issued as a dividend or other distribution with respect to or in exchange
for or in replacement of the shares referenced in (i) and (ii) above, but shall
not include any Persons that hold the types of securities described in clauses
(i), (ii) or (iii) above if the convertible preferred or convertible debt was
issued as part of the purchase price for an acquisition made by the Company.
<PAGE>
(g) "Other Shares" shall mean other securities of the Company with
registration rights.
(h) "Other Stockholders" shall mean Persons other than Holders who, by
virtue of agreements with the Company, are entitled to include their securities
in certain registrations hereunder.
(i) "Person" shall mean an individual, a corporation, a partnership, a
limited liability company, a trust or unincorporated organization or any other
entity or organization.
(j) "Registrable Securities" shall mean (i) the Company's Common Stock
held by the Stockholders and other permitted assigns issued upon the conversion
of the Convertible Notes, (ii) the Company's Common Stock held by Cypress and
other permitted assigns issued upon the exercise of the Warrant and (iii) any
Common Stock issued as a dividend or other distribution with respect to or in
exchange for or in replacement of the shares referenced in (i) and (ii) above,
provided, however, that Registrable Securities shall not include any shares of
Common Stock which have previously been registered, which have been sold to the
public, or which have been sold to a transferee in a transaction in which the
transferor's registration rights were not assigned.
(k) The terms "register," "registered" and "registration" shall refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
(l) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses, and expenses of any regular or special audits incident to or
required by any such registration, but shall not include Selling Expenses and
fees and disbursements of counsel for the Holders (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company).
(m) "Rule 144" shall mean Rule 144 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.
(n) "Rule 145" shall mean Rule 145 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.
(o) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
(p) "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for any Holder.
<PAGE>
1.2 Company Registration.
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(a) Piggyback Registrations. If the Company shall determine to
-----------------------
register any of its securities either for its own account or the account of a
security holder or holders, other than a registration relating solely to
employee benefit plans, or a registration relating solely to a Rule 145
transaction, or a registration on any registration form that does not permit
secondary sales, the Company will:
(i) promptly give to each Holder written notice thereof; and
(i) use its best efforts to include in such registration (and any
related qualification under blue sky laws or other compliance), except as set
forth in Section 1.2(b) below, and in any underwriting involved therein, all of
such Holder's Registrable Securities specified in a written request or requests
within twenty (20) days after the written notice from the Company described in
clause (i) above is given. Such written request may specify all or a part of a
Holder's Registrable Securities.
(b) Underwriting. If the registration of which the Company gives
------------
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 1.2(a)(i). In such event, the right of any Holder to
registration pursuant to this Section 1.2 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders of securities of the Company
with registration rights to participate therein distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters selected by the
Company.
Notwithstanding any other provision of this Section 1.2, if the
representative of the underwriters advises the Company in writing that marketing
factors require a limitation on the number of shares to be underwritten, the
representative may (subject to the limitations set forth below) exclude all
Registrable Securities from, or limit the number of Registrable Securities to be
included in, the registration and underwriting. If such registration is a
Company-initiated registered offering of the Company's securities to the general
public, the Company may limit, to the extent so advised by the underwriters, the
amount of securities to be included in the registration by the Company's
stockholders (including the Holders). The Company shall so advise all Holders
requesting registration pursuant to this Section 1.2, and the number of shares
of securities that are entitled to be included in the registration and
underwriting shall be allocated first to the Company for securities being sold
for its own account and thereafter as set forth in Section 1.9. If any Person
does not agree to the terms of any such underwriting, he shall be excluded
therefrom by written notice from the Company or the underwriter. Any Registrable
Securities or other securities excluded or withdrawn from such underwriting
shall be withdrawn from such registration.
If shares are so withdrawn from the registration and if the number of
shares of Registrable Securities to be included in such registration was
previously reduced as a result of marketing factors, the Company shall then
offer to all Persons who have retained the right to
<PAGE>
include securities in the registration the right to include additional
securities in the registration in an aggregate amount equal to the number of
shares so withdrawn, with such shares to be allocated among the Persons
requesting additional inclusion in accordance with Section 1.9 hereof.
(c) Right to Terminate Registration. The Company shall have the right
-------------------------------
to terminate or withdraw any registration initiated by it under this Section 1.2
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration. The Registration Expenses
and Selling Expenses, if any, of such withdrawn registration shall be borne by
the Company.
1.3 Expenses of Registration. All Registration Expenses incurred in
------------------------
connection with any registration, qualification or compliance pursuant to
Section 1.2 hereof shall be borne by the Company. All Selling Expenses relating
to securities so registered shall be borne by the holders of such securities pro
rata on the basis of the number of shares of securities so registered on their
behalf.
1.4 Registration Procedures. In the case of each registration effected by
-----------------------
the Company pursuant to Section 1.2, the Company will keep each Holder advised
in writing as to the initiation of each registration and as to the completion
thereof. At its expense, the Company will use its best efforts to:
(a) Prepare and file with the Commission a registration statement on
any form for which the Company then qualifies or which counsel for the Company
shall deem appropriate and which form shall be available for the sale of the
Registrable Securities in accordance with the intended method of distribution
thereof, and use its best efforts to cause such registration statement to become
effective; provided that before filing a registration statement or prospectus or
--------
any amendments or supplements thereto, the Company will notify each Holder of
Registrable Securities of any stop order issued or threatened by the Commission
or any state regulatory authority and take all reasonable actions required to
prevent the entry of such stop order or to remove it if entered;
(b) Keep such registration effective for a period of one hundred
twenty (120) days or until the Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however, that (i) such 120-day period shall be extended for a
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period of time equal to the period the Holder refrains from selling any
securities included in such registration at the request of an underwriter of
Common Stock (or other securities) of the Company; and (ii) in the case of any
registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such 120-day period shall be extended,
if necessary, to keep the registration statement effective until all such
Registrable Securities are sold, provided that Rule 415, or any successor rule
under the Securities Act, permits an offering on a continuous or delayed basis;
and provided further that applicable rules under the Securities Act governing
the obligation to file a post-effective amendment permit, in lieu of filing a
post-effective amendment that (x) includes any prospectus required by Section
10(a)(3) of the Securities Act or (y) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included
in (x) and (y) above to be contained in
<PAGE>
periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in
the registration statement;
(c) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;
(d) Furnish such number of prospectuses and other documents incident
thereto, including any amendment of or supplement to the prospectus, as a Holder
from time to time may reasonably request;
(e) Use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any Holder reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such Holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
Holder, provided 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 (e), (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction;
(f) Use its best efforts to cause the Registrable Securities covered
by such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the Holder or Holders thereof
to consummate the disposition of such Registrable Securities;
(g) Notify each Holder of such Registrable Securities at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, and the Company will prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein, or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(h) Use its best efforts to cause all such Registrable Securities to
be listed on each securities exchange on which similar securities issued by the
Company are then listed (or, if none are so listed, on each securities exchange
requested by the holders of a majority of the Registrable Securities and Other
Shares covered by the applicable registration statement), in each case provided
that the applicable listing requirements are satisfied;
(i) Use its best efforts to obtain an opinion letter from the
Company's legal counsel in customary form and covering such matters of the type
customarily covered by opinion
<PAGE>
letters as the holders of a majority of the Registrable Securities and Other
Shares being sold reasonably request;
(j) Use its best efforts to take all other steps necessary to effect
the registration of the Registrable Securities covered by the registration
statement contemplated hereby; and
(k) Otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering a period of
twelve (12) months, beginning within three (3) months after the effective date
of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
1.5 Indemnification.
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(a) The Company (i) will indemnify each of its officers, directors and
partners, legal counsel, and accountants, each Holder and each Person who
controls such Holder within the meaning of Section 15 of the Securities Act,
with respect to which registration, qualification, or compliance has been
effected pursuant to this Section 1, and each underwriter, if any, and each
Person who controls any such underwriter within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages and liabilities
(or actions, proceedings or settlements in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular or other document (including any
related registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on 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 any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and (ii)
will reimburse each of its officers, directors, partners, legal counsel and
accountants, each such Holder and each Person who controls such Holder, each
such underwriter and each Person who controls any such underwriter, for any
legal and any other expenses reasonably incurred in connection with
investigating and defending or settling any such claim, loss, damage, liability
or action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission based upon written information
furnished to the Company by such Holder or underwriter and stated to be
specifically for use therein. It is agreed that the indemnity agreement
contained in this Section 1.5(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Company (which consent has not been
unreasonably withheld).
(b) Each Holder will, if Registrable Securities held by him are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors,
officers, partners, legal counsel and accountants, each underwriter, if any, of
the Company's securities covered by such registration statement, each Person who
controls the Company or such underwriter within the meaning of Section 15 of the
Securities Act, each other such Holder and Other Stockholders, and each of their
officers,
<PAGE>
directors and partners, and each Person controlling such Holder or Other
Stockholders, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, 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 will reimburse
the Company and such Holders, Other Stockholders, directors, officers, partners,
legal counsel and accountants, Persons, underwriters, or control Persons for any
legal or any other expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
expressly for use in such registration statement, prospectus, offering circular
or other document; provided, however, that the obligations of such Holder
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hereunder shall not apply to amounts paid in settlement of any such claims,
losses, damages or liabilities (or actions in respect thereof) if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld); and provided further, that such Holder will not
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be liable under this Section 1.5(b) for any losses, costs, damages or expenses
exceeding the gross proceeds received by Holder in such registration or
offering.
(c) Each party entitled to indemnification under this Section 1.5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1.5, to the extent such
failure is not prejudicial. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party
(which consent shall not be unreasonably withheld), consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation. Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.
(d) If the indemnification provided for in this Section 1.5 is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party, on the one hand, and of the Indemnified Party, on the other hand, in
connection with the statements or
<PAGE>
omissions that resulted in such loss, liability, claim, damage or expense as
well as any other relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the Indemnifying Party or by the Indemnified Party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in conflict
with the foregoing provisions, the provisions in the underwriting agreement
shall control.
1.6 Information by Holder. Each Holder of Registrable Securities shall
---------------------
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Section 1.
1.7 Transfer or Assignment of Registration Rights. The rights to cause
---------------------------------------------
the Company to register securities granted to a Holder by the Company under this
Section 1 may be transferred or assigned by a Holder only to a transferee or
assignee (a) who is not a competitor of the Company and who acquires at least
50,000 shares of Registrable Securities (as adjusted for any stock splits,
dividends and the like), (b) who is a Holder of Registrable Securities and
already possesses such registration rights, (c) that is a limited partner,
general partner or retired limited or general partner of a Holder or (d) who is
a Holder's family member or trust for the benefit of an individual Holder;
provided that the Company is given written notice at the time of or within a
reasonable time after said transfer or assignment, stating the name and address
of the transferee or assignee and identifying the securities with respect to
which such registration rights are being transferred or assigned, and, provided,
further, that the transferee or assignee acquires such Registrable Securities in
a private transaction and assumes the obligations of such Holder under this
Section 1.
1.8 "Market Stand-Off" Agreement. In respect of any underwritten public
---------------------------
offering by the Company, each Holder hereby agrees that such Holder shall not
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by such Holder (other than those included in the
registration) during a reasonable and customary period of time as agreed to by
the Company and the underwriters, not to exceed the greater of (a) one hundred
eighty (180) days following the effective date of the registration statement of
the Company filed under the Securities Act in respect of such offering and (b)
such other period of time as agreed to by holders of a majority of the then
outstanding shares held by the Institutional Investors, provided that:
(i) all officers and directors of the Company and all other Persons
with registration rights (whether or not pursuant to this Agreement) enter into
similar agreements; and
<PAGE>
(ii) any discretionary waiver or termination of the restrictions of
any such agreement by the Company or representatives of the underwriters shall
apply to Holders on a pro rata basis together with any holder of securities
--- ----
other than a Holder.
Each Holder agrees to execute and deliver such other agreements as may be
reasonably requested by the Company or the underwriter which are consistent with
the foregoing or which are necessary to give further effect thereto. The
obligations described in this Section 1.8 shall not apply to a registration
relating solely to employee benefit plans on Form S-1 or Form S-8 or similar
forms that may be promulgated in the future, or a registration relating solely
to a Commission Rule 145 transaction on Form S-4 or similar forms that may be
promulgated in the future. The Company may impose stop-transfer instructions
with respect to the shares (or securities) subject to the foregoing restriction
until the end of such period.
1.9 Allocation of Registration Opportunities. In any circumstance in
----------------------------------------
which all of the Registrable Securities and Other Shares requested to be
included in a registration cannot be so included as a result of limitations of
the aggregate number of shares of Registrable Securities and Other Shares that
may be so included, the number of shares of Registrable Securities and Other
Shares that may be so included shall be allocated amongst the Holders and other
selling stockholders requesting inclusion of shares pro rata on the basis of the
number of shares of Registrable Securities and Other Shares that would be held
by such Holders and other selling stockholders, assuming conversion. The Company
shall not limit the number of Registrable Securities or Other Shares to be
included in a registration pursuant to this Agreement in order to include shares
held by stockholders with no registration rights or to include other shares of
stock issued to employees, officers, directors, or consultants. Notwithstanding
any other provision of this Agreement, all registration rights of the Holders
shall be subordinate to the registration rights of any Institutional Investor to
include any securities of the Company in a registration statement.
1.10 Termination of Registration Rights. The right of any Holder to
----------------------------------
request registration or inclusion in any registration pursuant to Section 1.2
shall terminate on such date as all shares of Registrable Securities held or
entitled to be held upon conversion by such Holder may immediately be sold under
Rule 144 during any 90-day period.
SECTION 2
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Miscellaneous
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2.1 Governing Law. This Agreement shall be governed in all respects by
-------------
the laws of the State of California, without regard to the conflicts of law
principles thereof.
2.2 Successors and Assigns. Except as otherwise expressly provided
----------------------
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
2.3 Entire Agreement; Amendment; Waiver. This Agreement (including the
-----------------------------------
exhibits and schedules hereto) constitutes the full and entire understanding
and agreement between the parties with regard to the subjects hereof and
thereof. Neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated, except by a written instrument signed
<PAGE>
by the Company and Holders of at least a majority of the Registrable Securities
(on an as-converted basis); and any such amendment, waiver, discharge or
termination shall be binding on all the Stockholders, but in no event shall the
obligation of any Stockholder hereunder be materially increased, except upon the
written consent of such Stockholder.
2.4 Notices, Etc. All notices and other communications required or
------------
permitted hereunder shall be in writing and shall be sent by confirmed telex or
facsimile, mailed by United States first-class mail, postage prepaid, or
delivered personally addressed by hand or special courier (a) if to a Holder, as
indicated below the Holder's signature hereto, or at such other address as such
Holders or permitted assignee shall have furnished to the Company in writing, or
(b) if to the Company, at 5400 Orange Avenue, Cypress, CA 90630, or at such
other address as the Company shall have furnished to each Holder in writing. All
such notices and other written communications shall be effective (i) if sent by
confirmed telex or facsimile, on the day sent if sent during normal business
hours of the recipient and, if not, on the next business day, (ii) if mailed,
five (5) days after mailing and (iii) if delivered, upon delivery.
2.5 Delays or Omissions. No delay or omission to exercise any right,
-------------------
power or remedy accruing to any Stockholder upon any breach or default of the
Company under this Agreement shall impair any such right, power or remedy of
such Stockholder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any Stockholder of any breach or default under this Agreement or any
waiver on the part of any Stockholder of any provisions or conditions of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any Stockholder, shall be
cumulative and not alternative.
2.6 Rights, Severability. Unless otherwise expressly provided herein, a
--------------------
Stockholder's rights hereunder are several rights, not rights jointly held with
any of the other Stockholders. In case any provision of the Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
2.7 Information Confidential. Each Stockholder acknowledges that the
------------------------
information received by them pursuant hereto may be confidential and for its use
only, and it will not use such confidential information in violation of the
Exchange Act or reproduce, disclose or disseminate such information to any other
Person (other than its employees or agents having a need to know the contents of
such information, and its attorneys), except in connection with the exercise of
rights under this Agreement, unless the Company has made such information
available to the public generally or such Stockholder is required to disclose
such information by a governmental body.
2.8 Titles and Subtitles. The titles of the paragraphs and subparagraphs
--------------------
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
<PAGE>
2.9 Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Investors' Rights
Agreement effective as of the day and year first above written.
CYPRESS FINANCIAL SERVICES, INC.
By: /s/ Manuel Occiano
_____________________________
Its: President
____________________________
Address: 5400 Orange Avenue, Suite 200
Cypress, California 90630
SHAREHOLDERS:
/s/ Russell Mohrmann
_________________________
Russell Mohrmann
/s/ Suzette M. Mohrmann
_________________________
Suzette M. Mohrmann
Address: 9432 Walker Ranch Circle
Villa Park, CA 92816-2820
/s/ Robert Perez
__________________________
Robert Perez
/s/ Barbara C. Perez
__________________________
Barbara C. Perez
Address: 9752 Villa Woods Dr.
Villa Park, CA 92861
<PAGE>
RBA - Rem-Care, Inc., a California corporation
By: /s/ Russell Mohrmann
______________________________________
Name: Russell Mohrmann
____________________________________
Its: President
_____________________________________
Insource Medical Solutions, LLC, a California
limited liability company
By: /s/ Maureen E. Brooks
______________________________________
Name: Maureen E. Brooks
____________________________________
Its: Managing Member
_____________________________________
Hospital Employee Labor Pool, a California
corporation
By: /s/ Allen Berman
______________________________________
Name: Allen Berman
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Its: President
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SCHEDULE A
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List of Stockholders
Russell Mohrmann
Suzette M. Mohrmann
Robert Perez
Barbara C. Perez
RBA - Rem-Care, Inc.
Insource Medical Solutions, LLC
Hospital Employee Labor Pool
