REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of October 11th, 2000, between
Vizacom Inc., a Delaware corporation (the "Company") and each of the
stockholders of the Company set forth on the signature page hereto (the
"Stockholders").
WHEREAS, this Agreement has been entered into in connection with a Share
Purchase Agreement dated as of October 11th 2000 (the "Purchase Agreement"),
among the Company and each of the Seller Stockholders set forth on the signature
page thereto.
NOW, THEREFORE, it is agreed as follows:
1. Defined Terms. Each of the following terms shall have the following
meanings (such definitions to be applicable to both the plural and singular of
the terms defined):
(a) Registerable Securities. The term "Registerable Securities" shall
mean any of the shares of Capital Stock of the Company, including any
shares of Common Stock or other securities received in connection with any
stock split, stock dividend, merger, reorganization, recapitalization,
reclassification or other distribution payable or issuable upon shares of
Common Stock. For the purposes of this Agreement, securities will cease to
be Registerable Securities when (A) a registration statement under the
Securities Act covering such Registerable Securities has been declared
effective and such registration statement has been effective for nine (9)
months after the expiration of the period specified in section 2(d) of the
Lock-up Agreements of even date herewith between the Company and each of
Stockholders, (B) such Registerable Securities are distributed to the
public pursuant to the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act, including, but not limited
to, Rules 144 and 144A promulgated under the Securities Act, or (C) such
Registerable Securities have been otherwise transferred and the Company, in
accordance with applicable law and regulations, has delivered new
certificates or other evidences of ownership for such securities which are
not subject to any stop transfer order or other restriction on transfer.
(b) Rightsholders. The term "Rightsholders" shall include the
undersigned, all successors and assigns of the undersigned, and all
transferees of Registerable Securities where such transfer affirmatively
includes the transfer and assignment of the rights of the transferor
Rightsholder under this Agreement with respect to the transferred
Registerable Securities.
(c) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and subsection,
paragraph, clause, schedule and exhibit references are to this Agreement
unless otherwise specified.
(d) Capitalized terms used herein but not otherwise defined shall have
the meanings given to them in the Purchase Agreement.
<PAGE>
2. Piggy-Back Registration.
(a) If, at any time on or after the Closing Date and on or prior to
three years from the Closing Date, the Company proposes to file a
registration statement under the Securities Act with respect to an offering
by the Company or any other party of any class of equity security similar
to any Registerable Securities (other than a registration statement in
connection with an underwritten public offering of the Company's common
stock or a registration statement on Form S-4 or S-8 or any successor form
or a registration statement filed solely in connection with an exchange
offer, a business combination transaction or an offering of securities
solely to the existing stockholders or employees of the Company), then the
Company, on each such occasion, shall give written notice (each, a "Company
Piggy-Back Notice") of such proposed filing to all of the Rightsholders
owning Registerable Securities at least 20 days before the anticipated
filing date of such registration statement, and such Company Piggy-Back
Notice also shall be required to offer to such Rightsholders the
opportunity to register such aggregate number of Registerable Securities as
each such Rightsholder may request. Each such Rightsholder shall have the
right, exercisable for the 10 days immediately following the giving of the
Company Piggy-Back Notice, to request, by written notice (each, a "Holder
Notice") to the Company, the inclusion of all or any portion of the
Registerable Securities of such Rightsholders in such registration
statement. The Company shall use reasonable efforts to cause the managing
underwriter(s) of a proposed underwritten offering to permit the inclusion
of the Registerable Securities which were the subject of all Holder Notices
in such underwritten offering on the same terms and conditions as any
similar securities of the Company included therein. Notwithstanding
anything to the contrary contained in this Paragraph 2(a), if the managing
underwriter(s) of such underwritten offering or any proposed underwritten
offering delivers a written opinion to the Rightsholders of Registerable
Securities which were the subject of all Holder Notices that the total
amount and kind of securities which they, the Company and any other person
intend to include in such offering is such as to materially and adversely
affect the success of such offering, then the amount of securities to be
offered for the accounts of such Rightsholders and persons other than the
Company shall be eliminated or reduced pro rata (based on the amount of
securities owned by such Rightsholders and other persons which carry
registration rights) to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount recommended by
such managing underwriter(s) in its written opinion.
(b) Number of Piggy-Back Registrations; Expenses. The obligations of
the Company under this Section 2 shall be unlimited with respect to each
Rightsholder. Subject to the provisions of Section 4 hereof, the Company
will pay all Registration Expenses in connection with any registration of
Registerable Securities effected pursuant to this Section 2, but the
Company shall not be responsible for the payment of any underwriter's
discount, commission or selling concession in connection therewith.
(c) Withdrawal or Suspension of Registration Statement.
Notwithstanding anything contained to the contrary in this Section 2, the
Company shall have the absolute right, whether before or after the giving
of a Company Piggy-Back Notice or Holder Notice, to determine not to file a
registration statement to which the Rightsholders shall have the right to
include their Registerable Securities therein pursuant to this Section 2,
to withdraw such registration statement or to delay or suspend pursuing the
effectiveness of such registration statement for up to 180 days, if the
board of directors of the Company reasonably determines such action or
inaction to be in the best interests of the Company or required by law. In
the event of such a determination after the giving of a Company Piggy-Back
Notice, the Company shall give notice of such determination to all
Rightsholders and, thereupon, (i) in the case of a determination not to
register or to withdraw such registration statement, the Company shall be
relieved of its obligation under this Section 2 to register any of the
Registerable Securities in connection with such registration and (ii) in
the case of a determination to delay the registration, the Company shall be
permitted to delay or suspend the registration of Registerable Securities
pursuant to this Section 2 for the same period as the delay in the
registration of such other securities. No registration effected under this
Section 2 shall relieve the Company of its obligation to effect any
registration upon demand otherwise granted to a Rightsholder under any
other agreement with the Company.
<PAGE>
3. Registration Procedures.
(a) Obligations of the Company. The Company will, in connection with
any registration pursuant to Section 2 hereof, as expeditiously as
possible:
(i) prepare and file with the Commission a registration statement
under the Securities Act on any appropriate form chosen by the
Company, in its sole discretion, which shall be available for the sale
of all Registerable Securities to be included for sale in accordance
with the intended method(s) of distribution thereof set forth in all
applicable Holder Notices, and use its commercially reasonable best
efforts to cause such registration statement to become effective as
soon thereafter as reasonably practicable but in no event more than
100 days after receipt of such notices or requests; provided, that,
(A) after such filing, the Company shall, as diligently as
practicable, provide to each such Rightsholders such number of copies
of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus), all exhibits thereto and documents
incorporated by reference therein and such other documents as such
Rightsholder may reasonably request in order to facilitate the
disposition of the Registerable Securities owned by such Rightsholder
and included in such registration statement; (B) the Company shall
modify or amend the registration statement as it relates to such
Rightsholder as reasonably requested by such Rightsholder on a timely
basis, and shall reasonably consider other changes to the registration
statement (but not including any exhibit or document incorporated
therein by reference) reasonably requested by such Rightsholder on a
timely basis, in light of the requirements of the Securities Act and
any other applicable laws and regulations; and (C) that the obligation
of the Company to effect such registration and/or cause such
registration statement to become effective, may be postponed for (x)
such period of time when the financial statements of the Company
required to be included in such registration statement are not
available (due solely to the fact that such financial statements have
not been prepared in the regular course of business of the Company) or
(y) any other bona fide corporate purpose, but then only for a period
not to exceed 120 days;
<PAGE>
(ii) prepare and file with the Commission such amendments and
post-effective amendments to a registration statement as may be
necessary to keep such registration statement effective for up to nine
months; and cause the related prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed to
the extent required pursuant to Rule 424 promulgated under the
Securities Act, during such nine-month period; and otherwise comply
with the provisions of the Securities Act with respect to the
disposition of all Registerable Securities covered by such
registration statement during the applicable period in accordance with
the intended method(s) of disposition of such Registerable Securities
set forth in such registration statement, prospectus or supplement to
such prospectus;
(iii) notify the Rightsholders whose Registerable Securities are
included in such registration statement and the managing
underwriter(s), if any, of an underwritten offering of any of the
Registerable Securities included in such registration statement, and
confirm such advice in writing, (A) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and,
with respect to a registration statement or any post-effective
amendment, when the same has become effective, (B) of any request by
the Commission for amendments or supplements to a registration
statement or related prospectus or for additional information, (C) of
the issuance by the Commission of any stop order suspending the
effectiveness of a registration statement or the initiation of any
proceedings for that purpose, (D) if at any time the representations
and warranties of the Company contemplated by clause (A) of Paragraph
3(a)(x) hereof cease to be true and correct, (E) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of any of the Registerable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose and (F) of the happening of any event which makes any
statement made in the registration statement, the prospectus or any
document incorporated therein by reference untrue or which requires
the making of any changes in the registration statement or prospectus
so that such registration statement, prospectus or document
incorporated by reference will not contain any untrue statement of
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
(iv) make reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of such registration statement at
the earliest possible moment and to prevent the entry of such an
order;
(v) use reasonable efforts to register or qualify the
Registerable Securities included in such registration statement under
such other securities or blue sky laws of such jurisdictions as any
Rightsholder whose Registrable Securities are included in such
registration statement reasonably requests in writing and do any and
all other acts and things which may be necessary or advisable to
enable such Rightsholder to consummate the disposition in such
jurisdictions of such Registerable Securities; provided, that the
Company will not be required to (A) qualify generally to do business
in any jurisdiction where it would not otherwise be required to
qualify but for this Paragraph 3(a)(v), (B) subject itself to taxation
in any such jurisdiction or (C) take any action which would subject it
to general service of process in any such jurisdiction; (vi) cooperate
with the Rightsholder whose Registerable Securities are included in
such registration statement and the managing underwriter(s), if any,
to facilitate the timely preparation and delivery of certificates
representing Registerable Securities to be sold thereunder, not
bearing any restrictive legends, and enable such Registerable
Securities to be in such denominations and registered in such names as
such Rightsholder or any managing underwriter(s) may reasonably
request at least two business days prior to any sale of Registerable
Securities;
<PAGE>
(vii) comply with all applicable rules and regulations of the
Commission and promptly make generally available to its security
holders an earnings statement covering a period of twelve months
commencing, (A) in an underwritten offering, at the end of any fiscal
quarter in which Registerable Securities are sold to underwriter(s),
or (B) in a non-underwritten offering, with the first month of the
Company's first fiscal quarter beginning after the effective date of
such registration statement, which earnings statement in each case
shall satisfy the provisions of Section 11(a) of the Securities Act;
(viii) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other
actions reasonably requested by the Rightsholders holding a majority
of the Registerable Securities included in such registration statement
or the managing underwriter(s) in order to expedite and facilitate the
disposition of such Registerable Securities and in such connection,
whether or not an underwriting agreement is entered into and whether
or not the registration is an underwritten registration, (A) make such
representations and warranties, if any, to any underwriter(s) with
respect to the registration statement, prospectus and documents
incorporated by reference, if any, in form, substance and scope as are
customarily made by issuers to underwriter(s) in underwritten
offerings and confirm the same if and when requested, (B) obtain
opinions of counsel to the Company and updates thereof addressed to
each such underwriter(s), if any, with respect to the registration
statement, prospectus and documents incorporated by reference, if any,
covering the matters customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably
requested by such Rightsholders and underwriter(s), (C) obtain a "cold
comfort" letter and updates thereof from the Company's independent
certified public accountants addressed to the underwriter(s), if any,
which letters shall be in customary form and cover matters of the type
customarily covered in "cold comfort" letters by accountants in
connection with underwritten offerings, and (D) deliver such documents
and certificates as may be reasonably requested by the managing
underwriter(s), if any, to evidence compliance with any customary
conditions contained in the underwriting agreement or other agreement
entered into by the Company; each such action required by this
Paragraph 3(a)(x) shall be done at each closing under such
underwriting or similar agreement or as and to the extent required
thereunder; and
<PAGE>
(ix) if requested by the holders of a majority of the
Registerable Securities included in such registration statement, use
its best efforts to cause all Registerable Securities which are
included in such registration statement to be listed, subject to
notice of issuance, by the date of the first sale of such Registerable
Securities pursuant to such registration statement, on each securities
exchange, if any, on which securities similar to the Registered
Securities are listed.
(b) Obligations of Rightsholders. In connection with any registration
of Registerable Securities of a Rightsholder pursuant to Section 2 hereof:
(i) The Company may require that each Rightsholder whose
Registerable Securities are included in such registration statement
furnish to the Company such information regarding the distribution of
such Registerable Securities and such Rightsholder as the Company may
from time to time reasonably request in writing; and
(ii) Each Rightsholder, upon receipt of any notice from the
Company of the happening of any event of the kind described in clauses
(B), (C), (E) and (F) of Paragraph 3(a)(iii) hereof, shall forthwith
discontinue disposition of Registerable Securities pursuant to the
registration statement covering such Registerable Securities until
such Rightsholder's receipt of the copies of the supplemented or
amended prospectus contemplated by clause (A) of Paragraph 3(a)(iii)
hereof, or until such Rightsholder is advised in writing (the
"Advice") by the Company that the use of the applicable prospectus may
be resumed, and until such Rightsholder has received copies of any
additional or supplemental filings which are incorporated by reference
in or to be attached to or included with such prospectus, and, if so
directed by the Company, such Rightsholder will deliver to the Company
(at the expense of the Company) all copies, other than permanent file
copies then in the possession of such Rightsholder, of the current
prospectus covering such Registerable Securities at the time of
receipt of such notice; the Company shall have the right to demand
that such Rightsholder or other holder verify its agreement to the
provisions of this Paragraph 3(b)(ii) in any Holder Notice of the
Rightsholder or in a separate document executed by the Rightsholder.
4. Registration Expenses. All expenses incident to the performance of or
compliance with this Agreement by the Company, including, without imitation, all
registration and filing fees of the Commission, National Association of
Securities Dealers, Inc. and other agencies, fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications of the Registerable
Securities), rating agency fees, printing expenses, messenger and delivery
expenses, internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the fees and expenses incurred in connection with the listing, if any, of the
Registerable Securities on any securities exchange and fees and disbursements of
counsel for the Company and the Company's independent certified public
accountants (including the expenses of any special audit or "cold comfort"
letters required by or incidental to such performance), Securities Act or other
liability insurance (if the Company elects to obtain such insurance), the fees
and expenses of any special experts retained by the Company in connection with
such registration and the fees and expenses of any other person retained by the
Company (but not including any underwriting discounts or commissions
attributable to the sale of Registerable Securities or other out-of-pocket
expenses of the Rightsholders, or the agents who act on their behalf, unless
reimbursement is specifically approved by the Company) will be borne by the
Company. All such expenses are herein referred to as "Registration Expenses."
<PAGE>
5. Indemnification: Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify
and hold harmless, to the full extent permitted by law, each Rightsholder,
its officers and directors and each person who controls such Rightsholder
(within the meaning of the Securities Act), if any, and any agent thereof
against all losses, claims, damages, liabilities and expenses incurred by
such party pursuant to any actual or threatened suit, action, proceeding or
investigation (including reasonable attorney's fees and expenses of
investigation) arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in any registration statement,
prospectus or preliminary prospectus or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein (in the case of a prospectus, in the light of
the circumstances under which they were made) not misleading, except
insofar as the same arise out of or are based upon, any such untrue
statement or omission based upon information with respect to such
Rightsholder furnished in writing to the Company by such Rightsholder
expressly for use therein.
(b) Indemnification by Rightsholder. In connection with any
registration statement in which a Rightsholder is participating, each such
Rightsholder will be required to furnish to the Company in writing such
information with respect to such Rightsholder as the Company reasonably
requests for use in connection with any such registration statement or
prospectus, and each Rightsholder agrees to the extent it is such a holder
of Registerable Securities included in such registration statement, and
each other such holder of Registerable Securities included in such
Registration Statement will be required to agree, to indemnify, to the full
extent permitted by law, the Company, the directors and officers of the
Company and each person who controls the Company (within the meaning of the
Securities Act) and any agent thereof, against any losses, claims, damages,
liabilities and expenses (including reasonable attorney's fees and expenses
of investigation incurred by such party pursuant to any actual or
threatened suit, action, proceeding or investigation arising out of or
based upon any untrue or alleged untrue statement of a material fact or any
omission or alleged omission of a material fact necessary, to make the
statements therein (in the case of a prospectus, in the light of the
circumstances under which they are made) not misleading, to the extent, but
only to the extent, that such untrue statement or omission is based upon
information relating to such Rightsholder or other holder furnished in
writing to the Company expressly for use therein.
<PAGE>
(c) Conduct of Indemnification Proceedings. Promptly after receipt by
an indemnified party under this Section 5 of written notice of the
commencement of any action, proceeding, suit or investigation or threat
thereof made in writing for which such indemnified party may claim
indemnification or contribution pursuant to this Agreement, such
indemnified party shall notify in writing the indemnifying party of such
commencement or threat; but the omission so to notify the indemnifying
party shall not relieve the indemnifying party from any liability which the
indemnifying party may have to any indemnified party (i) hereunder, unless
the indemnifying party is actually prejudiced thereby, or (ii) otherwise
than under this Section 5. In case any such action, suit or proceeding
shall be brought against any indemnified party, and the indemnified party
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and the
indemnifying party shall assume the defense thereof, with counsel
reasonably satisfactory to the indemnified party, and the obligation to pay
all expenses relating thereto. The indemnified party shall have the right
to employ separate counsel in any such action, suit or proceeding and to
participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party has agreed to pay such fees and expenses, (ii) the
indemnifying party shall have failed to assume the defense of such action,
suit or proceeding or to employ counsel reasonably satisfactory to the
indemnified party therein or to pay all expenses relating thereto or (iii)
the named parties to any such action or proceeding (including any impleaded
parties) include both the indemnified party and the indemnifying party and
the indemnified party shall have been advised by counsel that there may be
one or more legal defenses available to the indemnified party which are
different from or additional to those available to the indemnifying party
and which may result in a conflict between the indemnifying party and such
indemnified party (in which case, if the indemnified party notifies the
indemnifying party in writing that the indemnified party elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such action or
proceeding on behalf of the indemnified party; it being understood,
however, that the indemnifying party shall not, in connection with any one
such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys at any time for
the indemnified party, which firm shall be designated in writing by the
indemnified party).
(d) Contribution. If the indemnification provided for in this Section
5 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is appropriate
to reflect the relative benefits received by the indemnifying party on the
one hand and the indemnified party on the other or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
received by the indemnifying party on the one hand and the indemnified
party on the other but also the relative fault of the indemnifying party
and indemnified party, as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and the
indemnified parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied
by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such action. The amount paid or payable by a party as a
result of the losses, claims, damages. liabilities and expenses referred to
above shall be deemed to include, subject to the limitation set forth in
Section 5(e), any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding.
<PAGE>
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Paragraph 5(d) were determined by pro rata
allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in clauses (i) and (ii) of
the immediately preceding paragraph. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.
(e) Limitation. Anything to the contrary contained in this Section
5(e) or in Section 6 notwithstanding, no holder of Registerable Securities
shall be liable for indemnification and contribution payments aggregating
an amount in excess of the maximum amount received by such holder in
connection with any sale of Registerable Securities as contemplated herein.
6. Participation in Underwritten Registration. No Rightsholder may
participate in any underwritten registration hereunder unless such Rightsholder
(i) agrees to sell such Rightsholder's securities on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and to comply with Regulation M under the Exchange Act and
(ii) completes and executes all questionnaires, appropriate and limited powers
of attorney, escrow agreements, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangement;
provided, that all such documents shall be consistent with the provisions of
Section 4 hereof.
7. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.
8. Entire Agreement . This Agreement and the documents and instruments and
other agreements among the parties hereto as contemplated by or referred to
herein, (a) constitute the entire agreement among the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof and (b) are not intended to confer upon any other person any rights or
remedies hereunder, except as set forth herein.
<PAGE>
9. Severability . In the event that any provision of this Agreement or the
application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement will
continue in full force and effect and the application of such provision to other
persons or circumstances will be interpreted so as reasonably to effect the
intent of the parties hereto. The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the economic, business and other
purposes of such void or unenforceable provision.
10. Governing Law . This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflicts of law thereof.
Each of the parties hereto irrevocably consents to the exclusive jurisdiction of
any state or federal court within the State of New York, in connection with any
matter based upon or arising out of this Agreement or the matters contemplated
herein, agrees that process may be served upon them in any manner authorized by
the laws of the State of New York for such persons and waives and covenants not
to assert or plead any objection which they might otherwise have to such
jurisdiction and such process.
11. Rules of Construction . The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.
12. Assignment . No party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other parties.
13. Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented
without the written consent of each of the parties hereto. Any of the
Stockholders or the Company may, by written notice to the others, (i) waive any
of the conditions to its obligations hereunder or extend the time for the
performance of any of the obligations or actions of the other, (ii) waive any
inaccuracies in the representations of the other contained in this Agreement or
in any documents delivered pursuant to this Agreement, (iii) waive compliance
with any of the covenants of the other contained in this Agreement and (iv)
waive or modify performance of any of the obligations of the other. No action
taken pursuant to this Agreement, including, without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action or compliance with any representation,
warranty, condition or agreement contained herein. Waiver of the breach of any
one or more provisions of this Agreement shall not be deemed or construed to be
a waiver of other breaches or subsequent breaches of the same provisions.
<PAGE>
14. Notices. All notices, demands, requests, demands and other
communications required or otherwise given under this Agreement shall be in
writing and shall be deemed to have been duly given if: (a) delivered by hand
against written receipt therefor, (b) forwarded by a third party company or
governmental entity providing delivery services in the ordinary course of
business which guarantees delivery the following business day, (c) mailed by
registered or certified mail, return receipt requested, postage prepaid, or (d)
transmitted by facsimile transmission electronically confirmed for receipt, in
full, by the other party no later than 5:00 pm, local time, on the date of
transmission, addressed as follows (i) If to the Company, to Vizacom Inc.,
Glenpointe Center East 300 Frank W. Burr Boulevard, Teaneck, New Jersey 07666;
Attention: President; Facsimile: (201) 928-1003: with a copy to: Kaufman &
Moomjian, LLC; 50 Charles Lindbergh Boulevard - Suite 206; Mitchel Field, New
York 11553; Attention: Neil M. Kaufman, Esq.; Facsimile: (516) 222-5110 and (ii)
if to the Stockholders, to the respective address set forth on the signature
pages hereof, with a copy to Finers Stephens Innocent, 179 Great Portland
Street, London, W1N 6LS, attention Peter Jay; facsimilie 0207 344 5602 or (iii)
in the case of any of the parties hereto, at such other address as such party
shall have furnished to each of the other parties hereto in accordance with this
Section 14. Each such notice, demand, request or other communication shall be
deemed given (i) on the date of such delivery by hand, (ii) on the first
business day following the date of such delivery to the overnight delivery
service or facsimile transmission or (iii) three business days following such
mailing.
15. Other Remedies. Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.
16. Further Assurances. Each party hereto covenants and agrees with all
other parties hereto to promptly execute, deliver, file and/or record such
agreements, instruments, certificates and other documents and to do and perform
such other and further acts and things as any other party hereto may reasonably
request or as may otherwise be necessary or proper to consummate and perfect the
transactions contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by themselves or their duly authorized respective officers, all as of the
date first written above.
VIZACOM INC.
By: /s/ Mark E. Leininger
----------------------
Mark E. Leininger
President
<PAGE>
STOCKHOLDERS
/s/ Jeffrey Raymond White
-------------------------
Name: Jeffrey Raymond White
Address: 50 Station Road
Hampton
Middlesex TW12 2DA
/s/ Don Stewart
-------------------------
Name: Don Stewart
Address: Flat 6
3 - 4 Branham Gardens
London SW5 0JQ
/s/ Simon Stuart Forrest
-------------------------
Name: Simon Stuart Forrest
Address: 46 Crown Dale
Upper Norwood
London SE19 3NR
