EXHIBIT 10.02
MORTGAGE ASSISTANCE CENTER CORPORATION
SERIES A PREFERRED STOCK
INVESTORS' RIGHTS AGREEMENT
NOVEMBER 30, 2006
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TABLE OF CONTENTS
REGISTRATION
RIGHTS............................................................1
1.1
Registration Rights..........................................1
1.2 Piggy-Back
Registration......................................2
1.3
Registration Expenses........................................3
1.4 Form S-3
Registration........................................3
1.5
Registration Procedures......................................3
1.6
Indemnification..............................................4
1.7
Information by Holder........................................6
1.8
Limitations on Subsequent Registration Rights................6
1.9 Rule 144
Reporting...........................................6
1.10
Allocation of Registration Opportunities.....................7
1.11
Delay of Registration........................................7
1.12
Limitations on Registration..................................8
1.13
Market Stand-Off.............................................8
1.14
Legend.......................................................8
COMPANY
COVENANTS..............................................................9
2.1 Financial
Information........................................9
2.2 Inspection
Rights............................................9
2.3 Board of
Directors..........................................10
MISCELLANEOUS.................................................................10
3.1 Certain
Definitions.........................................10
3.2
Amendment...................................................11
3.3
Notices.....................................................11
3.4 Governing
Law...............................................12
3.5 Successors
and Assigns......................................12
3.6 Entire
Agreement............................................13
3.7 Delays or
Omissions.........................................13
3.8
Severability................................................13
3.9 Titles and
Subtitles........................................13
3.10
Construction................................................13
3.11
Counterparts................................................13
3.12
Facsimile Execution and Delivery............................13
3.13
Further Assurances..........................................14
3.14 Several Rights
and Obligations..............................14
3.15
Termination.................................................14
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MORTGAGE ASSISTANCE CENTER CORPORATION
SERIES A PREFERRED STOCK
INVESTORS' RIGHTS AGREEMENT
This SERIES
A PREFERRED STOCK INVESTORS' RIGHTS AGREEMENT (this
"Agreement"), dated November 30, 2006 (the "Effective Date"), is
executed by and
among Mortgage
Assistance
Center Corporation, a Florida corporation (the
"Company"), and the undersigned investors (the "Investors").
RECITALS
WHEREAS, the
Investors are parties to the Series A
Preferred Stock
Purchase Agreement, dated as of the Effective Date, by and among
the Company and
the Investors
(the "Purchase Agreement") pursuant to which such Investors
purchased shares of the Company's Series A Preferred Stock, par
value $0.001 per
share (the "Series A Preferred Stock"), and warrants to purchase shares of
the
Company's Common Stock, par value $0.001 per share (the "Common
Stock", and the
shares of Common Stock
underlying the
warrants issued in
connection with
the
Purchase Agreement
and the Note (defined below) are referred to as the
"Shares");
WHEREAS, a certain
Investor has advanced funds to the Company pursuant
to certain Promissory
Notes dated August 10, 2006 and September 14, 2006 in the
aggregate principal
amount of $200,000 (collectively, the "Note"), and in
connection therewith
was granted a warrant to purchase shares of the Company's
Common Stock; and
WHEREAS, certain of
the Company's and the Investors' obligations under
the Purchase
Agreement are conditioned on the Company and the Investors
executing and delivering this Agreement.
AGREEMENT
In consideration of the mutual promises and covenants set forth in
this
Agreement and the Purchase Agreement, the parties agree as
follows:
SECTION 1
REGISTRATION RIGHTS
1.1
Registration Rights
The Company
shall file a registration statement covering the
Registrable Securities
and shall cause such registration statement to be
effective within
eighteen (18) months after the Effective Date (the "Filing
Period").
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1.2 Piggy-Back Registration (a) In the event the Registrable
Securities
have not otherwise
been registered in accordance with Section 1.1, if the
Company decides at any time to register any of the Company's
securities
either
for the Company's
own account or the
account of a security
holder or holders
exercising their respective demand registration rights or otherwise
(other than
pursuant to Section
1.1 or Section 1.4),
other than a
registration
relating
solely to employee benefit plans, the offer and sale of debt
securities,
or a
corporate
reorganization or
other transaction
on Form S-4 (or any
successor
form), then the Company will:
(i) promptly give to each Holder written notice thereof; and
(ii) use its best efforts to include in such registration (and
any related
qualification
under blue sky securities laws or other
compliance), except as
set forth in Section 1.2(b), and include in any
underwriting involved therein, all the Registrable Securities
specified
in a written request or requests made by any Holder and received by
the
Company within thirty
(30) days after
written notice is
delivered by
the Company. Such request by a Holder may specify all or a part of
such
Holder's Registrable Securities. If a Holder decides not to include
all
of its Registrable
Securities in any registration statement thereafter
filed by the Company,
then such Holder shall nevertheless continue to
have the right to
include any of its
Registrable
Securities
in any
subsequent
registration statement or registration statements as may be
filed by the Company with respect to offerings of its securities, all
upon the terms and conditions set forth herein.
(b) If the
registration for which
the Company gives
notice is for a
registered public offering involving an underwriting,
then the Company will
so
advise the Holders as a part of the written notice given pursuant to Section
1.2(a)(i). In such
event, any Holder's
right to registration
pursuant to this
Section 1.2
will 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 Registrable
Securities through
such underwriting will (together with the
Company and the other holders of Company securities with
registration rights
to
participate therein) enter into an underwriting agreement in
customary form with
the representative
of the underwriter or
underwriters selected
by the Company
and reasonably
acceptable to a majority in interest of the Holders'
Registrable
Securities included in such underwriting.
(c) Notwithstanding
any other provision of this Section 1.2, if the
underwriters'
representative advises
the Company in writing that marketing
factors require a
limitation on the number of shares to be underwritten, then
the underwriters'
representative
may (subject to the limitations set forth
below) limit the
number of Registrable Securities to be included in, the
registration and
underwriting,
but in no event shall (i) the amount of
securities of the selling Holders included in the offering be
reduced unless the
securities of all other selling stockholders included in the offering are
first
excluded entirely,
or (ii) the amount of
securities
of the selling Holders
included in the
offering be reduced
below twenty
percent (20%) of the total
amount of securities
included in such
offering, unless such offering is the
initial public offering of the Company's securities, in which case the selling
Holders may be excluded entirely if the underwriter's representative makes the
determination above and if the securities of all other selling
stockholders are
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first excluded
entirely. The Company will so advise all
Holders of securities
requesting
registration, and the
number of shares of securities that are
entitled to be included in the registration and underwriting will, subject to
the immediately
preceding sentence, be allocated first to the Company for
securities being sold
for the Company's own account and thereafter as set forth
in Section
1.10. If any Person does not agree to the terms of any such
underwriting, then such Person will be excluded from the
underwriting by written
notice from the Company or the underwriter. Any Registrable Securities or
other
securities excluded or
withdrawn from such
underwriting will be withdrawn from
such registration. To facilitate the allocation of shares in
accordance with the
foregoing provisions,
the Company or the underwriter(s) may round the number of
shares allocated to any Holder to the nearest 100 shares.
(d) 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, then the
Company will offer
to all Persons
who have retained the right to 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 1.10.
1.3 Registration Expenses
All Registration Expenses incurred in connection with any
registration,
qualification or compliance pursuant to Section 1.1, 1.2 or 1.4
will 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 1.4 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
selling Holders
shall bear such expenses pro rata based upon the number of
Registrable Securities that were to be included in the withdrawn
registration).
1.4 Form S-3 Registration
To the extent the
Company is not otherwise already eligible, the
Company will use its
best efforts to qualify for registration on Form S-3 (or
any successor form). After the Company has qualified for the use of
Form S-3, in
addition to the rights contained in the foregoing provisions of this Section 1,
the Company will effect as soon as practicable a registration on Form S-3 if
requested by one or more Holders who hold in the aggregate at least ten percent
(10%) of the Registrable Securities, which registration will result
in aggregate
proceeds to the Company, net of Selling Expenses, of at least
$1,000,000.
1.5 Registration Procedures
In the case of each
registration effected
by the Company
pursuant to
this Section 1, the Company will keep each Holder advised in writing as to the
initiation of
each registration and as to the completion thereof. At the
Company's expense, the Company will use its best efforts to:
(a) 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 occurs
first;
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(b) 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;
(c) furnish
such number of prospectuses, including preliminary
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;
(d) cause all such Registrable Securities registered pursuant to this
Agreement to be listed on each securities exchange on which similar
securities
issued by the Company are then listed;
(e) enter into and
perform its obligations under any underwriting agreement to effect
the offer and
sale of Registrable Securities;
(f) register and qualify the securities covered by such registration
statement under
such other securities laws or blue sky laws of such
jurisdictions as will be reasonably requested by the Holders;
provided that the
Company will 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;
(g) notify each Holder
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
light of the circumstances then existing; and
(h) provide
a transfer agent and registrar for all Registrable
Securities registered
hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effect date of such
registration.
1.6 Indemnification
(a) The Company will
indemnify, defend and
hold harmless each Holder,
its officers,
directors,
stockholders,
partners, members, employees, agents,
legal counsel,
accountants
and other representatives,
and each Person
controlling such
Holder within the meaning of Section 15 of the Securities Act,
and each underwriter
and each Person who
controls any
underwriter within
the
meaning of Section
15 of the Securities Act, from and against any and all
losses, claims, damages, liabilities, obligations, fines, penalties,
judgments,
settlements, costs,
expenses and disbursements (including, without limitation,
attorneys' fees and
expenses),
joint or several
(or any action, grievance,
hearing, investigation, proceeding or suit with respect
thereto) (collectively,
"Losses") arising out of or based on (i) any untrue statement (or
alleged untrue
statement) of
a material fact contained in any registration statement,
prospectus, offering
circular or other document, (ii) 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 (iii) any
violation
(or alleged violation)
by the Company of the Securities Act, the Exchange Act,
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any state securities or blue sky law, or any rule or regulation
under any of the
foregoing applicable
to the Company. The
Company will promptly
reimburse each
such indemnified
Person for any Losses
as they are incurred.
The Company will
not be liable for Losses to the extent that such Losses are based on any
untrue
statement or omission based upon written information furnished to
the Company by
a Holder or underwriter and stated to be specifically for use in such
registration
statement, prospectus,
offering circular or
other document.
The
obligations of the
Company under this Section 1.6(a) will not apply to
amounts
paid in settlement of any such Losses if such settlement is
effected without the
Company's consent (which consent will not be unreasonably
withheld).
(b) Each Holder will, if Registrable Securities held by such Holder
are
included in the
securities as to which
such registration
is being effected,
indemnify, defend and
hold harmless
the Company, its officers, directors,
stockholders,
partners, members, employees, agents, legal counsel,
accountants
and other
representatives, and
each Person
controlling the Company within the
meaning of Section 15
of the Securities
Act, and each underwriter and each
Person who controls
any underwriter within the meaning of Section 15 of the
Securities Act, from
and against any and all Losses arising out of or based on
(i) any untrue
statement (or
alleged untrue statement) of a material fact
contained in any registration statement, prospectus, offering circular or
other
document, or (ii) 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.
The applicable Holder will promptly reimburse each such
indemnified Person for
any Losses as they are incurred. The obligations of any
Holder under this Section 1.6(b) will apply only to the
extent that such untrue
statement (or alleged
u
ntrue statement)
or omission (or
alleged omission)
is
made in a registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written
information
furnished
to the Company by such Holder and stated to be specifically for use
therein. The
obligations of any
Holder under this
Section 1.6(b) will
not apply to amounts
paid in settlement of
any such Losses if such settlement is effected without
such Holder's consent (which consent will not be unreasonably
withheld).
In no
event will any
obligations of a Holder under this Section 1.6(b) exceed the
net
proceeds
