REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as
of the 30th day
of December, 1999, among the entities listed on Schedule A
(collectively
referred to as the "Investors" and along with the
Placement Agent (as
hereinafter defined) also referred to as the "Holders")
located at 760 U.S.
Highway One, Suite 206 North Palm Beach, Florida 33408,
and OBJECTSOFT
CORPORATION, a corporation incorporated under the laws of the
State of Delaware,
having its principal place of business at Continental Plaza III,
433 Hackensack
Avenue, Hackensack, New Jersey 07601 (the "Company").
WHEREAS, the Investors are purchasing from the
Company and the
Company is issuing and selling to the Investors, pursuant to
the terms and
conditions of a 6% Series G Convertible Preferred Stock
Subscription Agreement
dated as of the date hereof (the "Agreement"), an aggregate
value of up to
$2,500,000 of Series G Preferred Stock and Warrants to purchase
common stock of
the Company ("Common Stock");
WHEREAS, Under the Agreement, the Company
shall issue to the
Placement Agent (as defined in the Agreement), in return for
services rendered
(in addition to other fees set forth in the Agreement): (i)
that number of
shares of Preferred Stock equal to six percent of the
number of shares of
Preferred Stock issued to the Investors and (ii) Warrants to
purchase an
aggregate of up to 62,500 shares of Common Stock; and
WHEREAS, the Company desires to grant to the
Holders the
registration rights set forth herein with respect to the shares
of Common Stock
underlying the Series G Preferred Stock (the "Underlying Shares")
and shares of
Common Stock underlying the Warrants (the "Warrant Shares")
(collectively
hereinafter referred to as the "Stock" or "Securities" of the
Company), which
shall not include the Preferred Stock. All capitalized terms
not otherwise
defined herein shall have those meanings ascribed to such
terms in the
Agreement.
NOW, THEREFORE, the parties hereto mutually
agree as follows:
Section 1. Registrable Securities. As used
herein the term
"Registrable Security" means any of the Underlying Shares and
Warrant Shares;
provided, however, that with respect to any particular
Registrable Security,
such security shall cease to be a Registrable Security when, as
of the date of
determination, (i) it has been effectively registered for
resale under the
Securities Act of 1933, as amended (the "Securities Act") and
disposed of
pursuant thereto, (ii) registration under the Securities
Act is no longer
required for the immediate public distribution of such security
as a result of
the provisions of Rule 144 with no limitations promulgated under
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the Securities Act, or (iii) it has ceased to be
outstanding. The term
"Registrable Securities" means any and/or all of the securities
falling within
the foregoing definition of a "Registrable Security." In the
event of any
merger, reorganization, consolidation, recapitalization or
other change in
corporate structure affecting the Common Stock, such adjustment
shall be made in
the definition of "Registrable Security" as is appropriate in
order to prevent
any dilution or enlargement of the rights granted pursuant to this
Section 1.
Section 2. Restrictions on Transfer. The
Holders acknowledge
and understand that prior to the registration of the
Securities as provided
herein, the Securities are "restricted securities" as
defined in Rule 144
promulgated under the Securities Act. The Holders understand that
no disposition
or transfer of the Securities may be made by the Holders in the
absence of (i)
an opinion of counsel to the Holders reasonably acceptable to
the Company that
such transfer may be made without registration under the
Securities Act or (ii)
such registration.
Section 3. Registration Rights.
(a) The Company agrees that it will prepare and
file with the
Securities and Exchange Commission ("Commission"), no later
than thirty days
after the Subscription Date, a registration statement on Form S-3
or other form
under the Securities Act (the "Registration Statement"), at the
sole expense of
the Company (except as provided in Section 3(c) hereof), in
respect of all
holders of Registrable Securities, initially registering at
least 2,276,500
shares of Common Stock (the "Initial Number of Registered
Shares").
The Company shall use its reasonable efforts
to cause the
Registration Statement to become effective within ninety
days from the
Subscription Date. In the event the Commission prohibits the
Company from
registering the number of shares of Common Stock as set forth
above in the
Registration Statement, the Company will either amend the
Registration Statement
or file other Registration Statements for the purpose of
registering that number
of shares of Common Stock necessary pursuant to the terms of the
Agreement and
this Registration Rights Agreement.
(b) The Company will maintain the
effectiveness of any
Registration Statement or post-effective amendment filed under
this Section 3
under the Securities Act until the earlier of (i) the date
that all of the
Registrable Securities have been sold pursuant to the
Registration Statement,
(ii) the date the holders thereof receive an opinion of counsel
that all of the
Registrable Securities may be sold under the provisions of
Rule 144 with no
limitations or (iii) five and one-half years after the
Subscription Date. In the
event that the Initial Number of Registered Shares shall be
insufficient to
cover all Registrable Securities, the Company shall file with
the Commission
such other Registration Statement(s) necessary to register
any Registrable
Securities then outstanding or reasonably expected to be issued
which shall not
have been registered.
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(c) All fees, disbursements and out-of-pocket
expenses and
costs incurred by the Company in connection with the preparation
and filing of
the Registration Statement under subparagraph 3(a) and in
complying with
applicable securities and Blue Sky laws (including without
limitation,
reasonable attorneys' fees thereof) shall be borne by the
Company. The Holders
shall bear the cost of underwriting discounts and
commissions, if any,
applicable to the Registrable Securities being registered
and the fees and
expenses of its counsel. The Company shall qualify any of the
securities for
sale in such states as such Holders reasonably designate and
shall furnish
indemnification in the manner provided in Section 6 hereof.
However, the Company
shall not be required to qualify any of the securities for
sale in any state
which will require an escrow or other restriction relating to the
Company and/or
the sellers. The Company at its expense will supply the Holders
with copies of
the Registration Statement and the prospectus or offering
circular included
therein and other related documents in such quantities as may
be reasonably
requested by the Holders.
(d) The Company shall not be required by this
Section 3 to
include a Holder's Registrable Securities in any Registration
Statement which is
to be filed if, in the opinion of counsel for all of the Holders
and the Company
(or, should they not agree, in the opinion of another counsel
experienced in
securities law matters acceptable to counsel for the Holders
and the Company)
the proposed offering or other transfer as to which such
registration is
requested is exempt from applicable federal and state securities
laws and would
result in all Investors or transferees obtaining securities
which are not
"restricted securities" as defined in Rule 144 with no
limitations under the
Securities Act.
(e) In the event the Registration Statement to
be filed by the
Company pursuant to Section 3(a) above is not filed with the
Commission within
thirty days from the Subscription Date and/or the Registration
Statement is not
declared effective by the Commission within one hundred and twenty
days from the
Subscription Date, then the Company will pay to the Holders
(pro rated on a
daily basis) in cash upon demand by the Holders, as liquidated
damages for such
failure and not as a penalty, two percent of the Purchase
Price of the then
outstanding Securities for every thirty day period
thereafter until the
Registration Statement has been filed and/or declared effective,
provided that,
such demand is made by the Holders in writing within ninety days
of the date on
which the Company becomes liable for such liquidated damages in
accordance with
this Section 3(e). Such payment of the liquidated damages shall
be made to the
Holders in cash promptly upon demand, provided however, that the
payment of such
liquidated damages shall not relieve the Company from its
obligations to
register the Securities pursuant to this Section. The
aforementioned liquidated
damages shall cease to accrue one year after the
Subscription Date on the
condition that the Holders may rely on Rule 144 with no
limitations for the
resale of all of the Securities then held by the Holders.
If the Company does not remit the damages to
the Holders as
set forth above, the Company will pay the Holders'
reasonable costs of
collection, including reasonable attorneys' fees, in addition to
the liquidated
damages. The registration of the Securities pursuant to this
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provision shall not affect or limit Holders' other rights or
remedies as set
forth in this Registration Rights Agreement.
(f) No provision contained herein shall
preclude the Company
from selling securities pursuant to any Registration Statement
in which it is
required to include Registrable Securities pursuant to this
Section 3.
(g) If at any time or from time to time after
the Subscription
Date, the Company notifies the Holders in writing of the
existence of a
Potential Material Event (as defined in Section 3(h) below), the
Holders shall
not offer or sell any Registrable Securities or engage in any
other transaction
involving or relating to Registrable Securities, from the time of
the giving of
notice with respect to a Potential Material Event until such
Holder receives
written notice from the Company that such Potential Material
Event either has
been disclosed to the public or no longer constitutes a
Potential Material
Event; provided, however, that the Company may not so suspend the
right to such
holders of Securities for more than one twenty day period in
the aggregate
during any twelve month period, during the periods the
Registration Statement is
required to be in effect. If a Potential Material Event shall
occur prior to the
date the Registration Statement is filed, then the Company's
obligation to file
the Registration Statement shall be delayed without penalty for
not more than
twenty days. The Company must give each Holder notice in
writing at least two
business days prior to the first day of the blackout period.
(h) "Potential Material Event" means any of the
following: (a)
the possession by the Company of material information not for
disclosure in a
registration statement; or (b) any material engagement or
activity by the
Company which would be adversely affected by disclosure in a
registration
statement at such time, that the Registration Statement would
be materially
misleading absent the inclusion of such information.
(i) If the Company receives notice from the
SEC that the SEC
shall not review the Registration Statement, the Company
will cause the
Registration Statement to be declared effective no later than five
calendar days
thereafter.
Section 4. Cooperation with Company. Holders
will cooperate
with the Company in all respects in connection with this
Registration Rights
Agreement, including timely supplying all information reasonably
requested by
the Company and executing and returning all documents reasonably
requested in
connection with the registration and sale of the Registrable
Securities.
Section 5. Registration Procedures. If and
whenever the
Company is required by any of the provisions of this
Registration Rights
Agreement to effect the registration of any of the Registrable
Securities under
the Securities Act, the Company shall (except as otherwise
provided in this
Registration Rights Agreement), as expeditiously as possible:
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(a) prepare and file with the Commission such
amendments and
supplements to the Registration Statement and the prospectus used
in connection
therewith as may be necessary to keep such registration statement
effective and
to comply with the provisions of the Securities Act with respect
to the sale or
other disposition of all securities covered by such
registration statement
whenever the Holder of such securities shall desire to sell or
otherwise dispose
of the same (including prospectus supplements with respect
to the sales of
securities from time to time in connection with a
registration statement
pursuant to Rule 415 promulgated under the Act);
(b) furnish to each Holder such numbers of
copies of a summary
prospectus or other prospectus, including a preliminary
prospectus or any
amendment or supplement to any prospectus, in conformity with the
requirements
of the Securities Act, and such other documents, as such Holder
may reasonably
request in order to facilitate the public sale or other
disposition of the
securities owned by such Holder;
(c) register and qualify the securities
covered by the
Registration Statement under such other securities or blue
sky laws of such
jurisdictions as the Holders shall reasonably request
(subject to the
limitations set forth in Section 3(c) above), and do any and all
other acts and
things which may be necessary or advisable to enable each Holder
to consummate
the public sale or other disposition in such jurisdiction of
the securities
owned by such Holder, except that the Company shall not for any
such purpose be
required to qualify to do business as a foreign corporation in
any jurisdiction
wherein it is not so qualified or to file therein any general
consent to service
of process;
(d) list such securities on the NASDAQ
SmallCap Market or
other national securities exchange on which any securities of
the Company are
then listed if the listing of such securities is then permitted
under the rules
of such exchange or NASDAQ; and
(e) notify each Holder of Registrable
Securities covered by
the Registration Statement, at any time when a prospectus
relating thereto
covered by the Registration Statement is required to be
delivered under the
Securities Act, of the happening of any event of which it has
knowledge as a
result of which the prospectus included in the 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.
Section 6. Indemnification.
(a) The Company agrees to indemnify and hold
harmless the
Holders, each and every officer, director, affiliate and
employee of the
Holders, and each person, if any, who controls each Holder within
the meaning of
the Securities Act and each officer, director, affiliate or
employee of each of
the Holders ("Distributing Holder") against any losses,
claims, damages or
liabilities, joint or several (which shall, for all
purposes of this
Registration Rights Agreement,
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include, but not be limited to, all costs of defense and
investigation and all
reasonable attorneys' fees thereof), to which the Distributing
Holder may become
subject, under the Securities Act or otherwise, insofar as such
losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of or are based
upon any untrue statement or alleged untrue statement of any
material fact
contained in the Registration Statement, or any related
preliminary prospectus,
final prospectus, offering circular, notification or amendment
or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to
state therein a material fact required to be stated therein or
necessary to make
the statements therein not misleading; provided however, that
the Company (i)
will not be liable in any such case to the extent that any such
loss, claim,
damage or liability arises out of or is based upon an untrue
statement or
alleged untrue statement or omission or alleged omission
made in the
Registration Statement, preliminary prospectus, final
prospectus, offering
circular, notification or amendment or supplement thereto in
reliance upon, and
in conformity with, written information furnished to the
Company by the
Distributing Holder specifically for use in the preparation
thereof, and (ii)
will not be required to pay any amounts paid in settlement of any
loss, claim,
damage or liability if such settlement is effected without the
consent of the
Company, which consent shall not be unreasonably withheld.
This Section 6(a)
shall not inure to the benefit of any Distributing Holder with
respect to any
person asserting such loss, claim, damage or liability who
purchased the
Registrable Securities which are the subject thereof if the
Distributing Holder
failed to send or give (in violation of the Securities Act or
the rules and
regulations promulgated thereunder) a copy of the prospectus
contained in such
Registration Statement to such person at or prior to the written
confirmation of
such person of the sale of such Registrable Securities, where
the Distributing
Holder was obligated to do so under the Securities Act or
the rules and
regulations promulgated thereunder. This indemnity provision will
be in addition
to any liability which the Company may otherwise have.
(b) Each Distributing Holder agrees that it
will severally
(and not jointly) indemnify and hold harmless the Company, and
each officer,
director, affiliate and employee of the Company or person, if
any, who controls
the Company within the meaning of the Securities Act,
against any losses,
claims, damages or liabilities (which shall, for all
purposes of this
Registration Rights Agreement, include, but not be limited
to, all costs of
defense and investigation and all reasonable attorneys' fees
thereof) to which
the Company or any such officer, director, affiliate, employee
or controlling
person may become subject under the Securities Act or otherwise,
insofar as such
losses claims, damages or liabilities (or actions in respect
thereof) arise out
of or are based upon any untrue statement or alleged untrue
statement of any
material fact contained in the Registration Statement, or
any related
preliminary prospectus, final prospectus, offering circular,
notification or
amendment or supplement thereto, or arise out of or are based
upon the omission
or the alleged omission to state therein a material fact
required to be stated
therein or necessary to make the statements therein not
misleading, but in each
case only to the extent that such untrue statement or alleged
untrue statement
or omission or alleged omission was made in the
Registration Statement,
preliminary prospectus, final prospectus, offering circular,
notification or
amendment or supplement thereto in reliance upon, and in
conformity with,
information furnished to the Company by such Distributing Holder,
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specifically for use in the preparation thereof. This indemnity
provision will
be in addition to any liability which the Distributing Holder
may otherwise
have.
(c) Promptly after receipt by an indemnified
party under this
Section 6 of notice of the commencement of any action, such
indemnified party
will, if a claim in respect thereof is to be made against the
indemnifying party
under this Section 6, notify the indemnifying party of the
commencement thereof;
but the omission so to notify the indemnifying party will not
relieve the
indemnifying party from any liability which it may have to any
indemnified party
otherwise than as to the particular item as to which
indemnification is then
being sought solely pursuant to this Section 6. In case any
such action is
brought against any indemnified party, and it notifies the
indemnifying party of
the commencement thereof, the indemnifying party will be entitled
to participate
in, and, to the extent that it may wish, jointly with any other
indemnifying
party similarly notified, assume the defense thereof, subject to
the provisions
stated herein and after notice from the indemnifying party to
such indemnified
party of its election so to assume the defense thereof, the
indemnifying party
will not be liable to such indemnified party under this Section 6
for any legal
or other expenses subsequently incurred by such indemnified party
in connection
with the defense thereof other than reasonable costs of
investigation, unless
the indemnifying party shall not pursue the action to its final
conclusion. The
indemnified party shall have the right to employ separate
counsel in any such
action and to participate in the defense thereof, but the fees
and expenses of
such counsel shall not be at the expense of the indemnifying
party if the
indemnifying party has assumed the defense of the action with
counsel reasonably
satisfactory to the indemnified party; provided that, if the
indemnified party
is the Distributing Holder, the fees and expenses of such
counsel shall be at
the expense of the indemnifying party if the named parties to
any such action
(including any impleaded parties) include both the Distributing
Holder and the
indemnifying party and the Distributing Holder shall have been
advised by such
counsel that there may be one or more legal defenses
available to the
indemnifying party different from or in conflict with any legal
defenses which
may be available to the Distributing Holder (in which case the
indemnifying
party shall not have the right to assume the defense of such
action on behalf of
the Distributing Holder, it being understood, however, that
the indemnifying
party shall, in connection with any one such action or
separate but
substantially similar or related actions in the same jurisdiction
arising out of
the same general allegations or circumstances, be liable only for
the reasonable
fees and expenses of one separate firm of attorneys for the
all indemnified
parties, which firm shall be designated in writing by the
indemnified parties).
No settlement of any action against an indemnified party shall
be made without
the prior written consent of the indemnified party, which
consent shall not be
unreasonably withheld.
Section 7. Contribution. In order to provide
for just and
equitable contribution under the Securities Act in any case in
which (i) the
indemnified party makes a claim for indemnification pursuant to
Section 6 hereof
but is judicially determined (by the entry of a final judgment
or decree by a
court of competent jurisdiction and the expiration of time to
appeal or the
denial of the last right of appeal) that such
indemnification may not be
enforced in such case notwithstanding the fact that the express
provisions of
Section 6 hereof provide for
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indemnification in such case or (ii) contribution under the
Securities Act may
be required on the part of any indemnified party, then the
Company and the
applicable Distributing Holder shall contribute to the aggregate
losses, claims,
damages or liabilities to which they may be subject (which
shall, for all
purposes of this Registration Rights Agreement, include, but not
be limited to,
all costs of defense and investigation and all reasonable
attorneys' fees
thereof), in either such case (after contribution from others)
on the basis of
relative fault as well as any other relevant equitable
considerations. The
relative fault shall be determined by reference to, among other
things, whether
the untrue or alleged untrue statement of a material fact or
the omission or
alleged omission to state a material fact relates to information
supplied by the
Company on the one hand or the applicable Distributing Holder on
the other hand,
and the parties' relative intent, knowledge, access to
information and
opportunity to correct or prevent such statement or omission.
The Company and
the Distributing Holder agree that it would not be just and
equitable if
contribution pursuant to this Section 7 were determined by pro
rata allocation
or by any other method of allocation which does not take
account of the
equitable considerations referred to in this Section 7. The
amount paid or
payable by an indemnified party as a result of the losses,
claims, damages or
liabilities (or actions in respect thereof) referred to above in
this Section 7
shall be deemed to include any legal or other expenses
reasonably incurred by
such indemnified party in connection with investigating or
defending any such
action or claim. 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.
Section 8. Notices. All notices, demands,
requests, consents,
approvals, and other communications required or permitted
hereunder shall be in
writing and, unless otherwise specified herein, shall be (i)
personally served,
(ii) deposited in the mail, registered or certified, return
receipt requested,
postage prepaid, (iii) delivered by reputable air courier
service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile, addressed
as set forth below or to such other address as such party shall
have specified
most recently by written notice. Any notice or other
communication required or
permitted to be given hereunder shall be deemed effective (a) upon
hand delivery
or delivery by facsimile, with accurate confirmation
generated by the
transmitting facsimile machine, at the address or number
designated below (if
delivered on a business day during normal business hours where
such notice is to
be received), or the first business day following such delivery
(if delivered
other than on a business day during normal business hours where
such notice is
to be received) or (b) on the second business day following the
date of mailing
by reputable courier service, fully prepaid, addressed to such
address, or upon
actual receipt of such mailing, whichever shall first occur. The
addresses for
such communications shall be:
If to the Company:
ObjectSoft Corporation
Continental Plaza III
433 Hackensack Avenue
-8-
Hackensack, New Jersey 07601
Attention: Mr. David E. Y. Sarna,
Chairman
Telephone: (800) 816-8171
Facsimile No.: (201) 343-0056
with a copy to:
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
Attention: Melvin Weinberg, Esq.
Telephone: (212) 704-6000
Facsimile No.: (212) 704-6288
After January 28, 2000:
Parker Chapin, LLP
405 Lexington Ave
New York, NY 10174
If to the Investors at the addresses set forth
on Schedule A
attached hereto.
Either party hereto may from time to time
change its address
or facsimile number for notices under this Section by giving at
least ten days'
prior written notice of such changed address or facsimile
number to the other
party hereto.
Section 9. Assignment. This Registration
Rights Agreement is
binding upon and inures to the benefit of the parties
hereto and their
respective heirs, successors and permitted assigns. The
rights granted the
Holders under this Registration Rights Agreement shall not be
assigned without
the written consent of the Company, which consent shall not be
unnecessarily
withheld. In the event of a transfer of the rights
granted under this
Registration Rights Agreement, the Holders agree that the
Company may require
that the transferee comply with reasonable conditions as
determined in the
discretion of the Company.
Section 10. Counterparts; Facsimile;
Amendments. This
Registration Rights Agreement may be executed in multiple
counterparts, each of
which may be executed by less than all of the parties and shall
be deemed to be
an original instrument which shall be enforceable against the
parties actually
executing such counterparts and all of which together shall
constitute one and
the same instrument. Except as otherwise stated herein, in lieu
of the original
documents, a facsimile transmission or copy of the original
documents shall be
as effective and enforceable as the original. This Registration
Rights Agreement
may be amended only by a writing executed by the Company and
a majority in
interest of the Investors.
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Section 11. Termination of Registration
Rights. The rights
granted pursuant to this Registration Rights Agreement shall
terminate as to
each Holder (and permitted transferees or assignees) upon the
occurrence of any
of the following:
(a) all Holder's Securities subject to this
Registration
Rights Agreement have been registered;
(b) all of such Holder's Securities
subject to this
Registration Rights Agreement may be sold without such
registration pursuant to
Rule 144 with no limitations promulgated by the SEC pursuant to
the Securities
Act without any restrictions; or
(c) all of such Holder's Securities
subject to this
Registration Rights Agreement can be sold pursuant to Rule 144(k).
Section 12. Headings. The headings in this
Registration Rights
Agreement are for reference purposes only and shall not affect
in any way the
meaning or interpretation of this Registration Rights Agreement.
Section 13. Governing Law; Venue;
Jurisdiction. This
Registration Rights Agreement shall be construed and enforced in
accordance with
and governed by the laws of the State of New York, except for
matters arising
under the Securities Act, without reference to principles of
conflicts or choice
of law thereof. Each of the parties consents to the
jurisdiction of the U.S.
District Court sitting in the Southern District of the State of
New York or the
state courts of the State of New York sitting in Manhattan in
connection with
any dispute arising under this Registration Rights Agreement and
hereby waives,
to the maximum extent permitted by law, any objection, including
any objection
based on forum non conveniens, to the bringing of any such
proceeding in such
jurisdictions. Each party hereby agrees that if another
party to this
Registration Rights Agreement obtains a judgment against
it in such a
proceeding, the party which obtained such judgment may enforce
same by summary
judgment in the courts of any country having jurisdiction over the
party against
whom such judgment was obtained, and each party hereby
waives any defenses
available to it under local law and agrees to the
enforcement of such a
judgment. Each party to this Registration Rights Agreement
irrevocably consents
to the service of process in any such proceeding by the
mailing of copies
thereof by registered or certified mail, postage prepaid, to
such party at its
address set forth herein. Nothing herein shall affect the right
of any party to
serve process in any other manner permitted by law. Each party
waives its right
to a trial by jury.
Section 14. Severability. If any
provision of this
Registration Rights Agreement shall for any reason be
held invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other
provision hereof and this Registration Rights Agreement shall be
construed as if
such invalid or unenforceable provision had never been contained
herein.
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Section 15. Entire Agreement. This
Registration Rights
Agreement, together with all documents referenced herein,
embody the entire
agreement and understanding between the parties hereto with
respect to the
subject matter hereof and supersedes all prior oral or written
agreements and
understandings relating to the subject matter hereof.
No statement,
representation, warranty, covenant or agreement of any kind not
expressly set
forth in this Registration Rights Agreement shall affect,
or be used to
interpret, change or restrict, the express terms and
provisions of this
Registration Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Registration
Rights Agreement to be executed by the undersigned, thereunto
duly authorized,
as of the date first set forth above.
OBJECTSOFT
CORPORATION
By: /s/ David E. Y.
Sarna
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Name:
Title:
