REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights
Agreement") is made as of June 30, 2000, by and between Pinnacle Global Group,
Inc., a Texas corporation (the"Company"), and Arnold J. Barton, Richard D.
Grimes, Jack D. Seibald, Allison Weiss, Deborah Weiss, Neil Lauro, and John
WHEREAS, on the date hereof, the Company, the Shareholders (as the
former shareholders of Blackford Securities Corporation), Sanders Morris Harris,
Inc. ("SMH"), and Blackford Securities Corporation ("BSC") have entered into
that certain Merger Agreement pursuant to which BSC was merged with and into
SMH, and by virtue of such merger, the Company became the owner of all of the
outstanding capital stock of BSC, and the Shareholders received, in partial
consideration for their shares in BSC, an aggregate of 1,000,000 shares of
Common Stock, $.01 par value, of the Company (the "Shares");
WHEREAS, the consummation of the Merger Agreement was conditioned upon
the parties entering into this Agreement, pursuant to which the Shareholders
agree not to sell the Shares until after June 30, 2001, and pursuant to which
the Company agrees, to grant certain registration rights with respect to the
Shares, not to be effective, however, until after June 30, 2001;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereby agree as follows:
As used in this Agreement, the following terms shall have the meanings
set forth below:
"COMMISSION" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"REGISTRABLE SECURITIES" shall mean (i) the Shares; and (ii) any Common
Stock issued or issuable at any time or from time to time in respect of the
Shares upon a conversion stock split, stock dividend, recapitalization or other
similar event involving the Company.
The terms "REGISTER", "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering by the
Commission of the effectiveness of such registration statement.
"REGISTRATION EXPENSES" shall mean all expenses, other than Selling
Expenses (as defined below), incurred by the Company in complying with this
Registration Rights Agreement, including, without limitation, all registration,
qualification and filing fees, exchange listing fees, printing expenses, escrow
fees, fees and disbursements of counsel for the Company, blue sky fees and
expenses, the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company).
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the holders of the Registrable Securities and, except as set forth above, all
fees and disbursements of counsel for such holders.
"SHAREHOLDERS" shall mean Arnold J. Barton, Richard D. Grimes, Jack D.
Seibald, Allison Weiss, Deborah Weiss, Neil Lauro, and John Conlon.
"UNDERWRITTEN PUBLIC OFFERING" shall mean a public offering in which
the Common Stock is offered and sold on a firm commitment basis through one or
more underwriters, all pursuant to (i) an effective registration statement under
the Securities Act and (ii) an underwriting agreement between the Company and
2.1 LOCK-UP. Each of the Shareholders hereby covenant and agree, upon
behalf of themselves and their heirs, that from the date hereof through June 30,
2001, each such Shareholder shall not, directly or indirectly, sell, convey,
pledge, transfer, or assign any of the Shares.
3.1 PIGGYBACK REGISTRATION.
3.1.1 Subject to the terms hereof, if at any time or from time
to time (but in no event before June 30, 2001) the Company shall
determine to register any of its securities (except for registration
statements relating to employee benefit plans or exchange offers),
either for its own account or the account of a security holder, the
Company will promptly give to the holders of Registrable Securities