{"id":43858,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-accent-color-sciences-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-accent-color-sciences-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-accent-color-sciences-inc-and.html","title":{"rendered":"Registration Rights Agreement &#8211; Accent Color Sciences Inc. and Xerox Corp."},"content":{"rendered":"<pre>\n                         REGISTRATION RIGHTS AGREEMENT\n                         -----------------------------\n\n     This Registration Rights Agreement (this \"Agreement\") is made this ____ day\n                                              -----------              \nof February 1996, by ACCENT COLOR SCIENCES, INC., a Connecticut corporation \n(the \"Company\") for the benefit of XEROX CORPORATION, a New York corporation\n     ---------                                                  \n(\"Xerox\"), and each other Purchaser (individually a \"Purchaser\" and\n                                                    -----------    \ncollectively, the \"Purchasers\") entering into a Warrant Purchase Agreement (the\n                  ------------                                                 \n\"Warrant Agreement\").\n- -------------------  \n\n     1.   Securities Laws Representations and Covenants of Purchaser.\n          ---------------------------------------------------------- \n\n     The registration rights granted pursuant to Sections 2.2 and 2.3 of this\nAgreement shall have no force or effect until such time as the Company has\notherwise become obligated to file periodic or other reports pursuant to Section\n13 of the Securities Exchange Act of 1934, as amended (the \"1934 Act\").\n\n     2.   Registration Rights.\n          ------------------- \n\n     2.1  Certain Definitions.  As used in this Agreement, the following terms\n          -------------------\nshall have the following respective meanings:\n\n          (a)  \"Commission\" shall mean the Securities and Exchange Commission or\nany other federal agency at the time administering the Securities Act.\n\n          (b)  \"Common Stock\" shall mean the common stock, no par value, of the\nCompany.\n\n          (c)  \"Form S1. Form SB-1. Form S-2. Form SB-2 and Form S-3\" shall mean\nForm S-1, Form SB-1, Form S-2, Form SB-2 or Form S-3, respectively, promulgated\nby the Commission or any substantially similar or successor form then in effect.\n\n          (d)  The terms \"Register,\" \"Registered\" and \"Registration\" refer to a\nregistration effected by preparing and filing a Registration Statement in\ncompliance with the Securities Act, and the declaration or ordering of the\neffectiveness of such Registration Statement.\n\n          (e)  \"Registrable Securities\" shall mean the Shares until such time as\nsuch shares become eligible for sale under subparagraph (k) of Rule 144 or any\nsuccessor thereto.\n\n \n          (f)  \"Registration Expenses\" shall mean all expenses incurred by the\nCompany in complying with Section 2, including, without limitation, all federal\nand state registration, qualification and filing fees, printing expenses, fees\nand disbursements of counsel for the Company, blue sky fees and expenses, the\nexpense of any special audits incident to or required by any such Registration\nand the reasonable fees and disbursements of counsel for the Selling\nShareholders, as selling shareholders.\n\n          (g)  \"Registration Statement\" shall mean Form S-1, Form SB-1, Form \nS-2, Form SB-2 or Form S-3, whichever is applicable.\n\n          (h)  \"Restriction Termination Date\" shall mean, with respect to any\nRegistrable Securities, the earliest of (i) the date that such Registrable\nSecurities shall have been Registered and sold or otherwise disposed of in\naccordance with the intended method of distribution by the seller or sellers\nthereof set forth in the Registration Statement covering such securities or\ntransferred in compliance with Rule 144, and (ii) the date that an opinion of\ncounsel to the Company containing reasonable assumptions (which opinion shall be\nsubject to the reasonable approval of counsel to any affected Purchaser) shall\nhave been rendered to the effect that any restrictive legend placed upon the\nRegistrable Securities under the Securities Act can be properly removed and such\nlegend shall have been removed.\n\n          (i)  \"Rule 144\" shall mean Rule 144 promulgated by the Commission\npursuant to the Securities Act and any successor rules thereto.\n\n          (j)  \"Purchasers\" shall mean, collectively, the Purchasers (including\nXerox), their assignees and transferees, and individually, a Purchaser\n(including Xerox) and any transferee or assignee of such Purchaser.\n\n          (k)  \"Securities Act\" shall mean the Securities Act of 1933, as\namended.\n\n          (l)  \"Selling Expenses\" shall mean all underwriting discounts and\nselling commissions applicable to the sale of Registrable Securities pursuant to\nthis Agreement.\n\n          (m)  \"Selling Shareholders\" shall mean a holder of Registrable\nSecurities who requests Registration under Section 2 herein.\n\n          (n)  \"Shares\" shall mean the Common Stock issued to the Purchasers\npursuant to various Warrant agreements regardless of whether such Warrant\nAgreements have been or in the future are entered into between the Company and\nany Purchaser.\n\n     Capitalized terms used but not defined herein shall have the meanings\nascribed to such terms in the Warrant Agreement.\n\n                                       2\n\n \n     2.2  Required Registration.  If the Company shall be requested by holders\n          ---------------------\nof at least a majority of the outstanding Shares to effect the Registration of\nRegistrable Securities, then the Company shall promptly give written notice of\nsuch proposed Registration to all holders of Shares, and thereupon the Company\nshall promptly use its best efforts to effect the Registration of the\nRegistrable Securities that the Company has been requested to Register for\ndisposition as described in the request of such holders of Shares and in any\nresponse received from any of the holders of Shares within ten (10) days or such\nlonger period as shall be set forth in the notice, after the giving of the\nwritten notice by the Company; provided however, that the Company shall not be\n                               ----------------\nobligated to effect any Registration except in accordance with the following\nprovisions:\n\n          (a)  The Company shall not be obligated to file and cause to become\neffective more than one (1) registration statement in which Registrable\nSecurities are Registered pursuant to this Section 2.2.\n\n          (b)  Notwithstanding the foregoing, the Company may include in each\nsuch Registration requested pursuant to this Section 2.2 any authorized but\nunissued shares of Common  Stock (or authorized treasury shares) for sale by the\nCompany or any issued and outstanding shares of Common Stock for sale by others,\nprovided however, that, if the number of shares of Common Stock so included\n- ----------------                                                           \npursuant to this clause (b) exceeds the number of Registrable Securities\nrequested by the holders of Shares requesting such Registration, then such\nRegistration shall be deemed to be a Registration in accordance with and\npursuant to Section 2.3; and provided further however that the inclusion of such\n                             ------------------------                           \npreviously authorized but unissued shares of Common Stock by the Company or\nissued and outstanding shares of Common Stock by others in such Registration\nshall not prevent the holders of Shares requesting such Registration from\nregistering the entire number of Registrable Securities requested by them.\n\n          (c)  The Company shall not be required to file a registration\nstatement pursuant to this Section 2: (i) within six (6) months after any other\nregistration by the Company (other than under \"Excluded Forms,\" as defined in\nSection 2.3 (a) below) or (ii) for six (6) months after the request for\nregistration under this Section 2.2 if the Company is then engaged in\nnegotiations regarding a material transaction which has not otherwise been\npublicly disclosed, or such shorter period ending on the date, whichever first\noccurs, that such transaction is publicly disclosed, abandoned or consummated.\n\n                                       3\n\n \n     2.3  Piggyback Registration\n          ----------------------\n\n          (a)  Each time that the Company proposes to Register a public offering\nsolely of its Common Stock (not including an offering of Common stock issuable\nupon conversion or exercise of other securities), other than pursuant to a\nRegistration Statement on Form S-4 or Form S-8 or similar or successor forms\n(collectively,\"Excluded Forms\"), the Company shall promptly give written notice\nof such proposed Registration to all holders of Shares, which shall offer such\nholders the right to request inclusion of any Registrable Securities in the\nproposed Registration.\n\n          (b)  Each holder of Shares shall have ten (10) days or such longer\nperiod as shall be set forth in the notice from the receipt of such notice to\ndeliver to the Company a written request specifying the number of shares of\nRegistrable Securities such holder intends to sell and the holder's intended\nplan of disposition.\n\n          (c)  In the event that the proposed Registration by the Company is, in\nwhole or in part, an underwritten public offering of securities of the Company,\nany request under Section 2.3 (b) may specify that the Registrable Securities be\nincluded in the underwriting on the same terms and conditions as the shares of\nCommon Stock, if any, otherwise being sold through underwriters under such\nRegistration.\n\n          (d)  Upon receipt of a written request pursuant to Section 2.3 (b),\nthe Company shall promptly use its best efforts to cause all such Registrable\nSecurities to be Registered, to the extent required to permit sale or\ndisposition as set forth in the written request.\n\n          (e)  Notwithstanding the foregoing, if the managing underwriter of an\nunderwritten public offering, determines and advises in writing that the\ninclusion of all Registrable Securities proposed to be included in the\nunderwritten public offering, together with any other issued and outstanding\nshares of Common Stock proposed to be included therein by holders other than the\nholders of Registrable Securities (such other shares hereinafter collectively\nreferred to as the \"Other Shares\"), would interfere with the successful\nmarketing of the securities proposed to be included in the underwritten public\noffering, then the number of such shares to be included in such underwritten\npublic offering shall be reduced, and shares shall be excluded from such\nunderwritten public offering in a number deemed necessary by such managing\nunderwriter, first by excluding shares held by the directors, officers,\nemployees and founders of the Company, and then, to the extent necessary, by\nexcluding Registrable Securities participating in such underwritten public\noffering, pro rata based \n          --------\n\n                                       4\n\n \non the number of shares of Registrable Securities each such holder proposed to\ninclude.\n\n          (f)  All Shares that are not included in the underwritten public\noffering shall be withheld from the market by the holders thereof for a period,\nnot to exceed 12 months following a public offering, that the managing\nunderwriter reasonably determines as necessary in order to effect the\nunderwritten public offering.  The holders of such Shares shall execute such\ndocumentation as the managing underwriter reasonably requests to evidence this\nlock-up.\n\n     2.4  Preparation and Filing.  If and whenever the Company is under an\n          ----------------------\nobligation pursuant to the provisions of this Section 2 to use its best efforts\nto effect the Registration of any Registrable Securities, the Company shall, as\nexpeditiously as practicable:\n\n          (a)  prepare and file with the Commission a Registration Statement\nwith respect to such Registrable Securities and use its best efforts to cause\nsuch Registration Statement to become and remain effective in accordance with\nSection 2.4( b) hereof, keeping each Selling Shareholder advised as to the\ninitiation, progress and completion of the Registration;\n\n          (b)  prepare and file with the Commission such amendments and\nsupplements to such Registration Statements-and the prospectus used in\nconnection therewith as may be necessary to keep such Registration Statement\neffective for nine months and to comply with the provisions of the Securities\nAct with respect to the sale or other disposition of all Registrable Securities\ncovered by such registration statement;\n\n          (c)  furnish to each Selling Shareholder such number of copies of any\nsummary prospectus or other prospectus, including a preliminary prospectus, in\nconformity with the  requirements of the Securities Act, and such other\ndocuments as such Selling Shareholder may reasonably request in order to\nfacilitate the public sale or other disposition of such Registrable Securities;\n\n          (d)  use its best efforts to register or qualify the Registrable\nSecurities covered by such registration statement under the securities or blue\nsky laws of such jurisdictions as each Selling Shareholder shall reasonably\nrequest and do any and all other acts or things which may be necessary or\nadvisable to enable such holder to consummate the public sale or other\ndisposition in such jurisdictions of such Registrable Securities; provided\n                                                                  --------\nhowever, that the Company shall not be required to consent to general service of\n- -------                                                                         \nprocess, qualify to do business as a foreign corporation where it would not be\notherwise required to qualify or submit to liability for state or local taxes\nwhere it is not liable for such taxes; and\n\n                                       5\n\n \n          (e)  at any time when a prospectus covered by such Registration\nStatement is required to be delivered under the Securities Act within the\nappropriate period mentioned in Section 2.3 (b) hereof, notify each Selling\nShareholder of the happening of any event as a result of which the prospectus\nincluded in such Registration, as then in effect, includes an untrue statement\nof a material fact or omits to state a material fact required to be stated\ntherein or necessary to make the statements therein not misleading in the light\nof the circumstances then existing and, at the request of such seller, prepare,\nfile and furnish to such seller a reasonable number of copies of a supplement to\nor an amendment of such prospectus as may be necessary so that, as thereafter\ndelivered to the purchasers of such shares, such prospectus shall not include an\nuntrue statement of a material fact or omit to state a material fact required to\nbe stated therein or necessary to make the statement therein not misleading in\nthe light of the circumstances then existing.\n\n     2.5  Expenses.  The Company shall pay all Registration Expenses incurred by\n          --------\nthe Company in complying with this Section 2; provided however that all\n                                              ----------------\nunderwriting discounts and selling commissions applicable to the Registrable\nSecurities covered by registrations effected pursuant to section 2.2 hereof\nshall be borne by the seller or sellers thereof, inproportion to the number of\nRegistrable Securities sold by such seller or sellers.\n\n     2.6  Information Furnished by Purchaser. It shall be a condition precedent\n          ----------------------------------\nto the Company's obligations under this Agreement as to any Selling Shareholder\nthat each Selling Shareholder furnish to the Company in writing such information\nregarding such Selling Shareholder and the distribution proposed by such Selling\nShareholder as the Company may reasonably request.\n\n     2.7  Indemnification.\n          --------------- \n\n     2.7.1     Company's Indemnification of Purchasers.  The Company shall\n               ---------------------------------------\nindemnify each Selling Shareholder, each of its officers, directors and\nconstituent partners, and each person controlling such Selling Shareholder, and\neach underwriter thereof, if any, and each of its officers, directors,\nconstituent partners, and each person who controls such underwriter, against all\nclaims, losses, damages or liabilities (or actions in respect thereof) suffered\nor incurred by any of them, to the extent such claims, losses, damages or\nliabilities arise out of or are based upon any untrue statement (or alleged\nuntrue statement) of a material fact contained in any prospectus or any related\nRegistration Statement incident to any such Registration, or any omission (or\nalleged omission) to state therein a material fact required to be stated therein\nor necessary to make the statements therein not misleading, or any violation by\nthe Company of any rule or regulation promulgated under the Securities Act\napplicable to the Company and relating to actions or inaction required of the\nCompany in\n\n                                       6\n\n \nconnection with any such Registration; and the Company will reimburse each such\nSelling Shareholder, each such underwriter, each of their officers, directors\nand constituent partners and each person who controls any such Selling\nShareholder or underwriter, for any legal and any other expenses as reasonably\nincurred in connection with investigating or defending any such claim, loss,\ndamage, liability or action; provided however, that the indemnity contained in\n                             ---------------- \nthis Section 2.7.1 shall not apply to amounts paid in settlement of any such\nclaim, loss, damage, liability or action if settlement is effected without the\nconsent of the Company (which consent shall not unreasonably be withheld); and\nprovided however, that the Company will not be liable in any such case to the\n- ----------------                           \nextent that any such claim, loss, damage, liability or expense arises out of or\nis based upon any untrue statement or omission based upon written information\nfurnished to the Company by such Selling Shareholder, underwriter, controlling -\nperson or other indemnified person and stated to be for use in connection with\nthe offering of securities of the Company.\n\n          2.7.2     Selling Shareholder's Indemnification of Company.  \n                    ------------------------------------------------\nEach Selling Shareholder shall indemnify the Company, each of its directors and\nofficers, each underwriter, if any, of the Company's Registrable Securities\ncovered by a Registration Statement, each person who controls the Company or\nsuch underwriter within the meaning of the Securities Act, and each other\nSelling Shareholder, each of its officers, directors and constituent partners\nand each person controlling such other Selling Shareholder, against all claims,\nlosses, damages and liabilities (or actions in respect thereof) suffered or\nincurred by any of them and arising out of or based upon any untrue statement\n(or alleged untrue statement) of a material fact contained in such Registration\nStatement or related prospectus, or any omission (or alleged omission) to state\ntherein a material fact required to be stated therein or necessary to make the\nstatements therein not misleading, or any violation by such Selling Shareholder\nof any rule or regulation promulgated under the Securities Act applicable to\nsuch Selling Shareholder and relating to actions or inaction required of such\nSelling Shareholder in connection with the Registration of the Registrable\nSecurities pursuant to such Registration Statement; and will reimburse the\nCompany, such other Selling Shareholders, such directors, officers, partners,\npersons, underwriters ' and controlling persons for any legal and any other\nexpenses reasonably incurred in connection with investigating or defending any\nsuch claim, loss, damage, liability or action; such indemnification and\nreimbursement shall be to the extent, but only to the extent, that such untrue\nstatement (or alleged untrue statement) or omission (or alleged omission) is\nmade in such Registration Statement or prospectus in reliance upon and in\nconformity with written information furnished to the Company by such Selling\nShareholder and stated to be specifically for use in connection with the\noffering of Registrable Securities. Anything in the foregoing to the contrary\nnotwithstanding, in no event shall the aggregate obligations of a Selling\nShareholder under this\n\n                                       7 \n\n \nSection 2.7.2 to all parties that may be entitled to indemnification hereunder\nexceed the amount of proceeds received by such Selling Shareholder in connection\nwith such offering of Registrable Securities.\n\n          2.7.3     Indemnification Procedure.  Promptly after receipt by an\n                    -------------------------                 \nindemnified party under this Section 2.7 of notice of the commencement of any\naction which may give rise to a claim for indemnification hereunder, such\nindemnified party will, if a claim in respect thereof is to be made against an\nindemnifying party under this Section 2.7, notify the indemnifying party in\nwriting of the commencement thereof and generally summarize such action. The\nindemnifying party shall have the right to participate in and to assume the\ndefense of such claim, and shall be entitled to select counsel for the defense\nof such claim with the approval of any parties entitled to indemnification,\nwhich approval shall not be unreasonably withheld. Notwithstanding the\nforegoing, the parties entitled to indemnification shall have the, right to\nemploy, separate counsel (reasonably satisfactory to the indemnifying party) to\nparticipate in the defense thereof, but the fees and expenses of such counsel\nshall be at the expense of such indemnified parties unless the named parties to\nsuch action or proceedings include both the indemnifying party and the\nindemnified parties and the indemnifying party or such indemnified parties shall\nhave been advised by counsel that there are one or more legal defenses available\nto the indemnified parties which are different from or additional to those\navailable to the indemnifying party (in which case, if the indemnified parties\nnotify the indemnifying party in writing that they elect to employ separate\ncounsel at the reasonable expense of the indemnifying party, the indemnifying\nparty shall not have the right to assume the defense of such action or\nproceeding on behalf of the indemnified parties, it being understood, however,\nthat the indemnifying party shall not, in connection with any such action or\nproceeding or separate or substantially similar or related action or proceeding\nin the same jurisdiction arising out of the same general allegations or\ncircumstances, be liable for the reasonable fees and expenses of more than one\nseparate counsel at any time for all indemnified parties, which counsel shall be\ndesignated in writing by the Purchasers of a majority of the Registrable\nSecurities).\n\n          2.7.4     Contribution.  If the indemnification provided for in this\n                    ------------                         \nSection 2.7 from an indemnifying party is unavailable to an indemnified party\nhereunder in respect to any losses, claims, damages, liabilities or expenses\nreferred to herein, then the indemnifying party, in lieu of indemnifying such\nindemnified party, shall contribute to the amount paid or payable by such\nindemnified party as a result of such losses, claims, damages, liabilities or\nexpenses in such proportion as is appropriate to reflect the relative fault of\nthe indemnifying party and indemnified party in connection with the statements\nor omissions which result in such losses, claims, damages, liabilities or\nexpenses, as well as any\n\n                                       8 \n\n \nother relevant equitable considerations. The relative fault of such indemnifying\nparty and indemnified party shall be determined by reference to, among other\nthings, whether the untrue or alleged untrue statement of a material fact or the\nomission or alleged omission to state a material fact relates to information\nsupplied by such indemnifying party or indemnified party and the parties'\nrelative intent, knowledge, access to information supplied by such indemnifying\nparty or indemnified party and opportunity to correct or prevent such statement\nor omission. The amount paid or payable by a party as a result of the losses,\nclaims, damages, liabilities and expenses referred to above shall be deemed to\ninclude any legal or other fees or expenses reasonably incurred by such party in\nconnection with investigating or defending any action, suit, proceeding or\nclaim.\n\n     3.   Covenants of the Company.  The Company agrees to:\n          ------------------------              \n\n          (a)  Notify the holders of Registrable Securities included in a\nRegistration Statement of the issuance by the Commission of any stop order\nsuspending the effectiveness of such Registration Statement or the initiation of\nany proceedings for that purpose. The Company will make every reasonable effort\nto prevent the issuance of any stop order and, if any stop order is issued, to\nobtain the lifting thereof at the earliest possible time.\n\n          (b)  If the Common Stock is then listed on a national securities\nexchange, use its best efforts to cause the Registrable Securities to be listed\non such exchange.  If the Common Stock is not then listed on a national\nsecurities exchange, use its best efforts to facilitate the reporting of the\nRegistrable Securities on NASDAQ.\n\n          (c)  Take all other reasonable actions necessary to expedite and\nfacilitate disposition of the Registrable Securities by the holders thereof\npursuant to the Registration Statement.\n\n          (d)  With a view to making available to the holders of Registrable\nSecurities the benefits of Rule 144 promulgated under the Securities Act and any\nother rule or regulation of the Commission that may at any time permit the\nPurchasers to sell securities of the Company to the public without registration,\nthe Company, after it has become obligated to file periodic or other reports\npursuant to Section 13 of the 1934 Act agrees to:\n\n               (i)  make and keep public information available, as those terms\nare understood and defined in Rule 144, at all times after 90 days after the\neffective date of the first Registration Statement filed by the Company for the\noffering of its securities to the general public;\n\n                                       9 \n\n \n               (ii)   file with the Commission in a timely manner all reports\nand other documents required of the Company under the Securities Act and the\nSecurities and Exchange Act of 1934 (the \"1934 Act\"); and\n\n               (iii)  furnish to each holder of Shares, so long as such holder\nof Shares owns any Shares, forthwith upon written request: (a) a written\nstatement by the Company that it has complied with the reporting requirements of\nRule 144 (at any time after 90 days after the effective date of the first\nregistration statement filed by the Company), the Securities Act and the 1934\nAct (at any time after it has become subject to such reporting requirements),\n(b) a copy of the most recent annual or quarterly report of the Company and such\nother reports and documents so filed by the Company and (c) such other\ninformation as may be reasonably requested and as is publicly available in\navailing the holders of Shares of any rule or regulation of the Commission which\npermits the selling of any such securities without registration.\n\n          (e)  Prior to the filing of the Registration Statement or any\namendment thereto (whether pre-effective or post-effective), and prior to the\nfiling of any prospectus or prospectus supplement related thereto, the Company\nwill provide each Selling Shareholder with copies of all pages thereto, if any,\nwhich reference such Selling.\n\n     4.   Miscellaneous.\n          ------------- \n\n          (a)  Notices required or permitted to be given hereunder shall be in\nwriting and shall be deemed to be sufficiently given when personally delivered\nor sent by registered mail, return receipt requested, addressed (i) if to the\nCompany, at Accent Color Sciences, Inc., 99 East River Drive, East Hartford, CT\n06108 and (ii) if to a Purchaser, at the address set forth in his Warrant\nAgreement, or at such other address as each such party furnishes by notice given\nin accordance with this Section 4 (a).\n\n          (b)  Failure of any party to exercise any right or remedy under this\nAgreement or otherwise, or delay by a party in exercising such right or remedy,\nwill not operate as a waiver thereof.  No waiver will be effective unless and\nuntil it is in writing and signed by the party giving the waiver.\n\n          (c)  This Agreement shall be enforced, governed and construed in all\nrespects in accordance with the laws of the State of Connecticut, as such laws\nare applied by Connecticut courts to agreements entered into and to be performed\nin Connecticut by and between residents of Connecticut.  In the event that any\nprovision of this Agreement is invalid or unenforceable under any applicable\nstatute or rule of law, then such provision shall be deemed inoperative to the\nextent that it may conflict therewith and shall \n\n                                       10 \n\n \nbe deemed modified to conform with such statute or rule of law. Any provision\nhereof which may prove invalid or unenforceable under any law shall not affect\nthe validity or enforceability of any other provision hereof.\n\n          (d)  This Agreement may not be assigned by the Purchaser other than to\nthe purchaser or transferee of more than 50% of the Purchaser's Shares, provided\nthat such assignee is not engaged in a business in which the Company is engaged.\n\n          (e)  This Agreement constitutes the entire agreement between the\nparties hereto with respect to the subject matter hereof and may be amended only\nby a writing executed by the Company and the holders of a majority in interest\nof the Registrable Securities.\n\n          (f)  This Agreement may be executed in two or more counterparts, each\nof which when so executed and delivered shall be deemed to be an original and\nall of which together shall be deemed to be one and the same Agreement.\n\n     IN WITNESS WHEREOF, the Company has executed this Agreement for the benefit\nof the Purchasers by its duly authorized officer as of the date first above\nwritten.\n\n                                    ACCENT COLOR SCIENCES, INC.\n\n\n                                    By:_________________________\n                                    Richard J. Coburn, President\n                                    and Chief Executive Officer\n\nAgreed and Accepted this\n____ day of October, 1996\n\nXEROX CORPORATION\n\n\nBy:_________________________\nName:\nTitle:\n\n                                       11 \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6552,9370],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9632,9629],"class_list":["post-43858","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-accent-color-sciences-inc","corporate_contracts_companies-xerox-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43858","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43858"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43858"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43858"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43858"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}