VALID BINDING
OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE BEHALF SUCH SIGNATURE IS
EXECUTED) THE SAME WITH THE SAME FORCE AND EFFECT AS IF SUCH FACSIMILE SIGNATURE
WERE THE ORIGINAL THEREOF.
11
(J)
GOVERNING LAW.
ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT
SHALL BE DETERMINED WITH THE PROVISIONS OF THE PURCHASE AGREEMENT.
(K)
CUMULATIVE REMEDIES.
THE REMEDIES PROVIDED
HEREIN ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
(L)
SEVERABILITY. IF ANY TERM, PROVISION,
COVENANT OR RESTRICTION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE
TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN
FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED,
AND THE PARTIES HERETO SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO FIND
AND EMPLOY AN ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME
RESULT AS THAT CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION.
IT IS HEREBY STIPULATED AND DECLARED TO BE THE INTENTION OF THE PARTIES THAT
THEY WOULD HAVE EXECUTED THE REMAINING TERMS, PROVISIONS, COVENANTS AND
RESTRICTIONS WITHOUT INCLUDING ANY OF SUCH THAT MAY BE HEREAFTER DECLARED
INVALID, ILLEGAL, VOID OR UNENFORCEABLE.
(M)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING HEREOF.
(N)
INDEPENDENT NATURE OF PURCHASERS'
OBLIGATIONS AND RIGHTS.
THE OBLIGATIONS OF EACH HOLDER HEREUNDER ARE SEVERAL
AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER HOLDER HEREUNDER, AND NO HOLDER
SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY
OTHER HOLDER HEREUNDER.
NOTHING CONTAINED HEREIN OR IN ANY OTHER AGREEMENT OR
DOCUMENT DELIVERED AT ANY CLOSING, AND NO ACTION TAKEN BY ANY HOLDER PURSUANT
HERETO OR THERETO, SHALL BE DEEMED TO CONSTITUTE THE HOLDERS AS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE HOLDERS ARE IN ANY WAY ACTING IN CONCERT WITH RESPECT TO
SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH
HOLDER SHALL BE ENTITLED TO PROTECT AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT
LIMITATION THE RIGHTS ARISING OUT OF THIS AGREEMENT, AND IT SHALL NOT BE
NECESSARY FOR ANY OTHER HOLDER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY
PROCEEDING FOR SUCH PURPOSE.
*************************
12
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
APOGEE TECHNOLOGY, INC.
By:
/s/ Herbert M. Stein
Name: Herbert M. Stein
Title: President and Chief Executive Officer
[SIGNATURE PAGE OF HOLDERS FOLLOWS]
13
[PURCHASER'S SIGNATURE PAGE TO ATA RRA]
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
[SIGNATURE PAGES CONTINUE]
14
ANNEX A
Plan of Distribution
The Selling Stockholders (the "Selling Stockholders") of the common stock
("Common Stock") of Apogee Technology, Inc., a Delaware corporation (the
"Company") and any of