AMENDMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS
AGREEMENT ("Amendment"), dated as of December 31, 2014, is made by and
between Hickok Incorporated, an Ohio corporation ("Company"), and
Roundball LLC, an Ohio limited liability company ("Roundball").
WHEREAS, the Company and Roundball are parties to
that certain Convertible Loan Agreement dated December 30, 2011, as
amended (the "Loan Agreement"), pursuant to which Roundball has agreed
to loan the Company and the Company has agreed to issue to Roundball
certain Convertible Promissory Notes (the "Notes") in accordance with
the terms and conditions contained therein;
WHEREAS, the Company and Roundball have further
amended the provisions of the Loan Agreement to provide that all
amounts outstanding under the Loan Agreement may be converted into
shares of the Company's Class B Common Stock, subject to shareholder
approval, and to include a covenant from the Company to use its best
efforts to include a proposal authorizing the issuance of such shares
in its proxy materials for its 2015 Annual Meeting of Shareholders; and
WHEREAS, in connection with such further amendment
to the Loan Agreement, the parties desire to provide for certain
registration rights to such converted shares of the Company's Class B
Common Stock, if any, held by Roundball.
NOW, THEREFORE, the parties agree as follows:
(a) Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the
Agreement.
(b) The definition of the term
"Common Stock" set forth in Section 1 of the Agreement is hereby
amended in its entirety to read as follows:
"
Common Stock" shall
mean (i) the Company's Class A and Class B common stock, no par value
per share, and (ii) any other securities into which or for which any of
the securities described in clause (i) above may be converted or
exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.
(c) The definition of the term
"Registrable Securities" set forth in Section 1 of the Agreement is
hereby amended in its entirety to read as follows:
"
Registrable Securities"
shall mean (i) any shares of the Company's Class A Common Stock issued
to the Investors after conversion of the Notes in accordance with the
Loan Agreement, (ii) the 20,000 shares of the Company's Class B Common
Stock issued to Roundball on the date hereof, and (iii) any shares of
the Company's Class B Common Stock issued to Roundball after conversion
of the Notes in accordance with the Loan Agreement, if any; provided
that the foregoing Common Stock shall not have been sold in a public
trading market.
(d) The parties agree that the
amendments set forth herein shall apply from and after December 30,
2014, and that nothing contained herein shall be deemed to modify or
waive any rights or obligations under the Agreement existing prior to
that date.
(e) Section 6.a. of the
Registration Rights Agreement, dated December 30, 2011, is hereby
deleted and replaced with the following paragraph. The remainder
of Section 6 (i.e., paragraphs b. and c.) shall remain in effect:
6. Indemnification; Contribution
a. Incident to any
registration of any Registrable Securities under the Securities Act
pursuant to this Agreement, the Company will indemnify and hold
harmless each Investor who offers or sells any such Registrable
Securities in connection with such registration statement (including
its partners (including partners of partners and stockholders of any
such partners), and directors, officers, employees, representatives and
agents of any of them (each, a "
Selling Investor" and
collectively, the
"
Selling Investors"),
and each person who controls any of them within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act (a "
Controlling
Person"), from and against any and all
losses, claims, damages, expenses and liabilities, joint or several
(including any investigation, legal and other expenses reasonably
incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted, as the same are
incurred), to which they, or any of them, may become subject under the
Securities Act, the Exchange Act or other federal or state statutory
law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities arise out of or are based on (i) any
untrue statement or alleged untrue statement of a material fact
contained in such registration statement (including any related
preliminary or definitive prospectus, free writing prospectus (as
defined in Rule 405 promulgated under the Securities Act), or any and
all amendments or supplements thereto, for this and any reference to
registration statement hereinafter in this section 6) or (ii) any
omission or alleged omission to state in such document a material fact
required to be stated in it or necessary to make the statements in it
not misleading or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities
law or any rule or regulation promulgated under the Securities Act, the
Exchange Act or any state securities law in connection with the
offering covered by such registration statement;
provided,
however,
that the Company will not be liable to the extent that such loss,
claim, damage, expense or liability arises from and is based on an
untrue statement or omission or alleged untrue statement or omission
made in reliance on and in conformity with information furnished in
writing to the Company by such underwriter, Selling Investor or
Controlling Person expressly for use in such registration statement.
With respect to such untrue statement or omission or alleged untrue
statement or omission in the information furnished in writing to the
Company by such Selling Investor expressly for use in such registration
statement, such Selling Investor will indemnify and hold harmless each
underwriter, the Company (including its directors, officers, employees,
representatives and agents), each other Selling Investor (including its
partners (including partners of partners and stockholders of such
partners) and directors, officers, employees, representatives and
agents of any of them, and each person who controls any of them within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act), from and against any and all losses, claims, damages,
expenses and liabilities, joint or several, to which they, or any of
them, may become subject under the Securities Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or
otherwise to the same extent provided in the immediately preceding
sentence;
provided,
however, that the indemnity
agreement of such
Selling Investor contained in this Section 6(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of such
Selling Investor, which consent shall not be unreasonably withheld;
provided further, that in no event
shall any indemnity by a Selling
Investor under this Section 6(a) exceed the net proceeds from the
offering received by such Selling Investor.
IN WITNESS WHEREOF, the parties have duly executed this Amendment by
their duly authorized officers as of the date first above written.
HICKOK INCORPORATED
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ROUNDBALL LLC
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By: /s/ Robert L. Bauman
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By: /s/Frederick Widen
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Robert L. Bauman
President and CEO
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Frederick Widen, Manager
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