Exhibit 10.32
PURCHASER RIGHTS AGREEMENT
This Purchaser Rights Agreement (this "Agreement"), dated as of October 18, 2000
is made by and between netcruise.com, inc., a New Jersey corporation (the
"Company") and Active Media Services, Inc., a Delaware corporation (the
"Purchaser").
WHEREAS, the Company and the Purchaser are entering into a Stock
Purchase Agreement of even date herewith (the "Stock Purchase Agreement"),
whereby the Company will sell, and the Purchaser will purchase, shares (the
"Shares") of common stock, par value $.0001, of the Company ("Common Stock");
WHEREAS, the Stock Purchase Agreement requires, as a condition to
closing, that the parties hereto enter into this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
Terms used but not otherwise defined herein shall have the respective
meanings given to them in the Stock Purchase Agreement. If the Stock Purchase
Agreement is terminated prior to the termination of this Agreement, such terms
shall have the definitions given to them in the Stock Purchase Agreement as in
effect immediately prior to its termination.
SECTION 1
REGISTRATION RIGHTS
1.1 Definitions. For purposes of this Agreement, the following definitions
apply: "Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities and Exchange Act of 1934, as
amended, and the rules and the regulations promulgated thereunder.
"Holder" means any person, including the Purchaser, owning or having
the right to acquire Registrable Securities or any assignee thereof in
accordance with Section 1.8 of this Agreement.
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"Registrable Securities" means (i) the Shares, (ii) any other shares of
Common Stock of the Company issued (or issuable upon the conversion or exercise
of any warrant, right or other security which is issued) as a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
Shares; provided, however, that the foregoing definition shall exclude in all
cases any Registrable Securities sold by a person in a transaction in which his
or her rights under this Agreement are not assigned pursuant to Section 1.8
hereof. Notwithstanding the foregoing, 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, or (B) sold in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Registration Statement" means a registration statement of the Company
in compliance with the provisions of Section 1.2 of this Agreement which
registers the continuous offer and sale of all of the Registrable Securities on
an appropriate form under Rule 415 under the Securities Act or any similar or
successor rule that may be adopted by the Commission, and all amendments to such
Registration Statement, including post-effective amendments, any prospectus
contained therein and any supplement to any such prospectus, all exhibits
thereto and all information incorporated by reference therein.
1.2 Demand Registration.
(a) Requested Registrations. If the Company shall receive, (i)
after the first anniversary of the date of this Agreement and again (ii) after
the second anniversary of the date of this Agreement, a written request from the
Holders that the Company file a Registration Statement covering the registration
of up to 1,000,000 Shares of Registrable Securities for each such requested
registration, then the Company shall, within ten (10) days of the receipt of
each such written request, give written notice of such request to all Holders
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and shall, subject to the limitations of subsection 1.2(e), use its best efforts
to effect as soon as practicable, the registration under the Securities Act of
all Registrable Securities which the Holders have requested (but in no instance
more than 1,000,000 Shares per requested registration) to be registered within
twenty (20) days of the mailing of such notice by the Company (for each such
request the ("Filing Deadline").
(b) Effectiveness of the Registration Statement. To the extent necessary to
ensure that the Registration Statement is available for sales of Registrable
Securities, the Company shall
(1) use its reasonable best efforts to keep the
Registration Statement continuously effective, supplemented, amended
and current so that any prospectus forming part thereof may be used by
the Holders for the sale of Registrable Securities covered thereby
until the earlier of (i) the date that is one year following the
effective date of such registration or (ii) the sale of all Registrable
Securities registered pursuant thereto (such period being called the
"Effectiveness Period").
(2) prepare and file with the Commission such
amendments and supplements to such Registration Statement and the
prospectus forming part thereof as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such Registration Statement until the
expiration of the Effectiveness Period.
(c) The Company's Obligations. In connection with the Registration Statement,
the Company shall use its reasonable best efforts to ensure that:
(1) any Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the requirements of the
Securities Act including with respect to the disposition of all
Registrable Securities covered by such Registration Statement in
accordance with the intended method or methods of exercise by the
Holders of Registrable Securities set forth in such Registration
Statement or prospectus or any amendment or supplement thereto;
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(2) any Registration Statement and any amendment
thereto and any prospectus forming part thereof, and any supplement
thereto, does not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and
(3) upon the occurrence of any event that would cause
any such Registration Statement or prospectus forming part thereof (A)
to contain an untrue statement of material fact or omit to state any
material fact necessary to make the statements therein not misleading
or (B) not to be effective and usable for the sale of the Registrable
Securities during the Effectiveness Period, the amendments and/or
supplements to the prospectus that are necessary to cure such defects
are promptly prepared and filed with the Commission so that the
Registration Statement is continuously effective for the Effectiveness
Period.
(d) Notices. In connection with the Registration Statement,
the Company shall use its reasonable best efforts to ensure that each Holder is
promptly notified:
(1) of the existence of any fact or the happening of
any event that makes any statement of a material fact made in the
Registration Statement, the prospectus forming part thereof, any
amendment or supplement thereto or any document incorporated by
reference therein untrue, or that requires the making of any additions
to or changes in the Registration Statement in order to make the
statements therein not misleading, or that requires the making of any
additions to or changes in the prospectus in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading;
(2) when any amendment or supplement to the Registration Statement or prospectus
forming part thereof has been filed and when the same has become effective;
(3) of any notification received by the Company from
the Commission regarding the issuance of any stop order suspending the
effectiveness of such Registration Statement or the initiation of any
proceeding with respect to the issuance by the Commission of any such
stop order; and
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(4) of the receipt by the Company of any notification
with respect to the suspension of the qualification or the exemption
from qualification of any Registrable Securities for sale under the
applicable securities or blue sky laws of any jurisdiction or the
initiation of any proceeding for such purpose.
(e) Underwriting. If the Holders requesting a registration
under Section 1.2 (the "Initiating Holders") intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
subsection 1.2(a) and the Company shall include such information in the written
notice referred to in subsection 1.2(a). The underwriter will be selected by a
majority in interest of the Initiating Holders requesting such registration and
shall be reasonably acceptable to the Company. In such event, the right of any
Holder to include its Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and such Holder) to the extent provided herein. All Holders proposing to
distribute their Registrable Securities through such underwriting shall
(together with the Company as provided in subsection 1.4(e)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting. The underwriting agreement will contain
customary indemnification provisions restricting liability of the Holders to
liabilities arising from any written information provided by the amount of such
Holder to the Company expressly for inclusion in the Registration Statement and
limiting such liability to the net proceeds from the offering actually received
by such Holder. Notwithstanding any other provision of this Section 1.2, if the
underwriter advises the Initiating Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
Initiating Holders shall so advise all Holders of Registrable Securities which
would otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities that may be included in the underwriting shall be
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allocated among all Holders thereof, including the Initiating Holders, in
proportion (as nearly as practicable) to the amount of Registrable Securities of
the Company owned by each Holder; provided, however, that the number of shares
of Registrable Securities to be included in such underwriting shall not be
reduced unless all other securities are first entirely excluded from the
underwriting.
(f) Limitations to Demand Registration.
(1) If the Company shall furnish to Holders
requesting a Registration Statement pursuant to this Section 1.2, a
certificate signed by the President or Chief Executive Officer of the
Company stating that in the good faith judgment of the board of
directors of the Company, it would be seriously detrimental to the
Company and its stockholders for a Registration Statement to be filed
and it is therefore essential to defer the filing of such Registration
Statement, the Company shall have the right to defer such filing for a
period of not more than one hundred eighty (180) days after receipt of
the request of the Initiating Holders; provided, however, that the
Company may not utilize this right more than once in any twelve (12)
month period.
(2) Without limitation of Section 1.9 hereof, the
Company shall not be obligated to effect, or to take any action to
effect, any requested registration pursuant to this Section 1.2 if the
Company has already effected a registration following each of the first
and second anniversaries of the date of this Agreement pursuant to
subsection 1.2(a) and each such registration has been declared or
ordered effective; provided however, a registration will not count as
the required registration under this section unless the Holders seeking
to sell shares in such registration were able to sell a minimum of
fifty percent (50%) of the Shares sought to be so registered in such
registration.
(g) Liquidated Damages.
(1) The Company and the Purchaser agree that the
Holders will suffer damages if the Company fails to fulfill its
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obligations pursuant to Section 1.2 of this Agreement and that it would
not be possible to ascertain the extent of such damages. Accordingly,
in the event of such failure by the Company to fulfill such
obligations, the Company hereby agrees to pay liquidated damages
("Liquidated Damages") to each Holder under the circumstances and to
the extent set forth below:
(i) if the Registration Statement has not been filed with the Commission by an
applicable Filing Deadline;
(ii) if a Registration Statement has been declared effective by the Commission
and such Registration Statement ceases to be effective or usable at any time
before the expiration of the applicable Effectiveness Period for such
Registration Statement, without being succeeded on the same day immediately by a
post-effective amendment to such Registration Statement or a supplement to the
prospectus forming part thereof that cures such failure and that is itself
immediately declared effective on the same day;
(any of the foregoing, a "Registration Default") then the Company shall
pay Liquidated Damages to each Holder in an amount equal to $0.01 per
week per Share held by such Holder for each week or portion thereof
that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. This
amount will increase by an additional $0.02 per week per Share with
respect to each subsequent 90-day period, up to a maximum amount of
Liquidated Damages equal to $0.03 per week per Share. The provision for
Liquidated Damages will continue until such Registration Default has
been cured. The Company will not be required to pay Liquidated Damages
for more than one Registration Default at any given time. A
Registration Default under clause (i) above shall be cured on the date
that the Registration Statement is filed with the Commission and a
Registration Default under clause (ii) above shall be cured on the
earlier of (A) the date that the post-effective amendment curing the
deficiency in the Registration Statement is declared effective or (B)
the Effectiveness Period relating to such Registration Statement
expires.
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(2) The Company shall notify the Holders within one
business day after each and every date on which a Registration Default
occurs (an "Event Date"). Liquidated Damages shall accrue from an Event
Date until the date, if any, that such Registration Default has been
cured (the "Cure Date"). The Company shall pay the amount of accrued
Liquidated Damages, if any, to the Holders on the final business day of
each calendar month (each a "Payment Date"). The Company shall pay
Liquidated Damages on the applicable Payment Date to the persons who
are Holders of Shares (i) at the close of business on the date next
preceding the Cure Date or (ii) if no Cure Date has occurred, at the
close of business on the date next preceding the applicable Payment
Date.
(3) The Company shall make payment of Liquidated
Damages by check mailed to the Holders at their addresses set forth
herein, provided that payment by wire transfer of immediately available
funds shall be required with respect to the Liquidated Damages on all
Shares the Holders of which shall have provided written wire transfer
instructions to the Company. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.
(h) Lockup Agreement. The Registrable Securities registered under this
Section 1.2 shall be subject to a Lockup Agreement of even date herewith by and
between the Company and the Purchaser, substantially in the form attached hereto
as Schedule A and made a part hereof.
1.3 Company Registration. If the Company proposes at any time after the
date hereof to effect a registration (including for this purpose a registration
effected by the Company for stockholders other than the Holders) of any equity
security or any security that is convertible into an equity security under the
Securities Act in connection with the public offering of such securities solely
for cash (other than a registration relating solely to the sale of securities to
participants in a Company stock plan, an offering or sale of securities pursuant
to a Form S-4 registration statement (or successor form), a registration in
which the only stock being registered is Common Stock issuable upon conversion
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of debt securities which are also being registered, or any registration on any
form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, at such time, promptly give each
Holder written notice of such registration at least 30 days prior to the
anticipated filing date. Upon the written request of each Holder given within
twenty (20) days after mailing of such notice by the Company, the Company shall,
subject to the provisions of Section 1.7, cause to be registered under the
Securities Act all of the Registrable Securities that each such Holder has
requested to be registered.
1.4 Actions to be taken by the Company. Whenever required
under this Section 1 to effect the registration of any Registrable Securities,
the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration
Statement with respect to such Registrable Securities and use its best efforts
to cause such Registration Statement to become effective.
(b) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.
(c) Use its best efforts to register and qualify the
securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions as shall be reasonably requested by the
Holders; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.
(d) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering, and each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement. The underwriting agreement will contain
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customary indemnification provisions restricting liability of the Holders to
liabilities arising from any written information provided by the amount of such
Holder to the Company expressly for inclusion in the Registration Statement and
limiting such liability to the net proceeds from the offering actually received
by such Holder.
(e) Notify each Holder of Registrable Securities covered by
such Registration Statement 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, as
then in effect, includes 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 in the light of the circumstances then
existing, such obligation to continue until the earlier of (i) the sale of all
Registrable Securities registered pursuant to the Registration Statement of
which such prospectus forms a part or (ii) withdrawal of such Registration
Statement.
(f) Cause all such Registrable Securities registered pursuant
to this Agreement to be listed on each securities exchange and/or quotation
service on which similar securities issued by the Company are then listed.
(g) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.
(h) Use its best efforts to furnish, at the request of any
Holder requesting registration of Registrable Securities pursuant to this
Section 1, on the date that such Registrable Securities are delivered to the
underwriters for sale in connection with a registration pursuant to this Section
1, if such Registrable Securities are being sold through underwriters, or, if
such Registrable Securities are not being sold through underwriters, on the date
that the Registration Statement with respect to such securities becomes
effective, (i) an opinion, dated such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
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to the underwriters, if any, and to the Holders requesting registration of
Registrable Securities and (ii) a letter dated such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities.
1.5 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities. The Company shall have no obligation with respect to any
registration requested pursuant to Section 1.2 of this Agreement if, as a result
of the application of the preceding sentence, the number of shares to be
included in the registration does not equal or exceed the number of shares
required to originally trigger the Company's obligation to initiate such
registration as specified in subsection 1.2(a).
1.6 Expenses of Registration.
(a) Expenses of Demand Registration. All expenses other than
underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications pursuant to Section 1.2, including
(without limitation) all registration, filing and qualification fees, printers'
and accounting fees, fees and disbursements of counsel for the Company, and the
reasonable fees and disbursements of one (1) counsel for the selling Holders
selected by them with the approval of the Company, which approval shall not be
unreasonably withheld, shall be borne by the Company; provided, however, that
the Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Section 1.2 if the registration request is
subsequently withdrawn at the request of the Holders of a majority of the
Registrable Securities to be registered (in which case all participating Holders
shall bear such expenses), unless the Holders of a majority of the Registrable
Securities agree to forfeit their right to demand registration pursuant to
Section 1.2.
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(b) Expenses of Company Registration. All expenses other than
underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications of Registrable Securities pursuant to
Section 1.3 for each Holder, including (without limitation) all registration,
filing, and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Company and the reasonable fees and
disbursements of one (1) counsel for the selling Holder or Holders selected by
them with the approval of the Company, which approval shall not be unreasonably
withheld, shall be borne by the Company.
1.7 Underwriting Requirements. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required under Section 1.3 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it (or by
other persons entitled to select the underwriters), and then only in such
quantity as the underwriters determine in their sole discretion will not
jeopardize the success of the offering by the Company. If the total amount of
securities, including Registrable Securities, requested by stockholders to be
included in such offering exceeds the amount of securities sold other than by
the Company that the underwriters determine in their sole discretion is
compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole
discretion will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among the selling stockholders according to
the total amount of securities entitled to be included therein (without regard
to the number of securities actually requested to be included therein) owned by
each selling stockholder or in such other proportions as shall mutually be
agreed to by such selling stockholders) but in no event shall (i) any shares be
sold by a stockholder exercising a demand registration right similar to that
granted in Section 1.2 be excluded from such offering, (ii) the amount of
Registrable Securities of the selling Holders included in the offering be
reduced below twenty percent (20%) of the total amount of Registrable Securities
included in such offering.
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1.8 Assignment of Registration Rights. The rights to cause the Company
to register Registrable Securities pursuant to this Section 1 may be assigned
(but only with all related obligations) by a Holder to a transferee or assignee
of at least 200,000 shares of such securities, provided the Company is, within a
reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned.
1.9 Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Holders of two-thirds (2/3) of the outstanding Registrable Securities,
enter into any agreement with any holder or prospective holder of any securities
of the Company which would allow such holder or prospective holder (a) to
include such securities in any registration filed under Section 1.2 hereof,
unless under the terms of such agreement, such holder or prospective holder may
include such securities in any such registration only to the extent that the
inclusion of its securities will not reduce the amount of the Registrable
Securities of the Holders which is included or (b) to make a demand registration
which could result in such registration statement being declared effective prior
to the dates set forth in subsection 1.2(a) or within one hundred twenty (120)
days of the effective date of any registration effected pursuant to Section 1.2.
1.10 Reports under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the Commission that may at
any time permit a Holder to sell securities of the Company to the public
pursuant to a registration on Form S-3 or without registration, the Company
agrees to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times so
long as the Company remains subject to the periodic reporting requirements under
Sections 13 or 15(d) of the Exchange Act;
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(b) file with the Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and
(c) furnish to any Holder, so long as accurate and so long as
the Holder owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule 144 under the Securities Act, the Securities Act and the Exchange Act, or
that it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (or any successor form that provides for short-form registration) (at
any time after it so qualifies), (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the Commission which permits
the selling of any such securities without registration or pursuant to such
form.
SECTION 2
MISCELLANEOUS
2.1 Severability. The parties hereto agree that each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law. If any provision of this Agreement shall nonetheless be
held to be prohibited by or invalid under applicable law, such provision shall
be effective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
2.2 Remedies. Each party hereto will be entitled to enforce its rights
under this Agreement specifically, to recover damages by reason of any breach of
any provision hereof, and to exercise all other rights existing in its favor.
Each party hereto agrees and acknowledges that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that each
holder may, in its sole discretion, apply for specific performance and
injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.
2.3 Entire Agreement; Successors and Assigns. This Agreement and all
documents referenced herein constitute the entire agreement between the parties
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hereto relative to the subject matter hereof and supersedes any previous
agreement among the parties. Subject to the exceptions specifically set forth in
this Agreement, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective executors, administrators, heirs,
successors and assigns of the parties.
2.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts
entered into and wholly to be performed within the State of New York by New York
residents.
2.5 Counterparts. This Agreement may be executed in counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
2.6 Headings. The section headings of this Agreement are for convenience and
shall not by themselves determine the interpretation of this Agreement.
2.7 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be conclusively deemed effectively given upon personal
delivery, or delivery by overnight courier, or five (5) days after deposit in
the United States mail, by registered or certified mail, postage prepaid,
addressed (i) if to the Company, as set forth below the Company's name on the
signature page of this Agreement, and (ii) if to the Purchaser, as set forth
below the Purchaser's name on the signature page of this Agreement, or at such
other address as the parties may designate by ten (10) days' advance written
notice to the other parties.
2.8 Amendment of Agreement. Any provision of this Agreement may be amended by a
written instrument signed by the Company and by the Purchaser.
2.9 Facsimile Signatures. It is agreed that telefax or facsimile copies
of this Agreement and any related documents shall be fully binding and effective
for all purposes whether or not original documents are ever received by the
parties. However, each party agrees to promptly forward originally executed
documents to the other party.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above set forth.
NETCRUISE.COM, INC.
2401 Morris Avenue
Union, New Jersey
By:
Lawrence E. Burk
President
ACTIVE MEDIA SERVICES, INC.
1 Blue Hill Plaza
Pearl River, New York 10965
By:
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Arthur Wagner
President
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Schedule A
Lockup Agreement
See Attachment to Schedule A.
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