REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (the
"Agreement") is entered into as of the 1st day of February, 2006, by and among
IsoRay,
Inc.,
a
Minnesota corporation (the "Corporation"), Xxxxxx
Associates, L.P.,
a New
York limited partnership (the
"Selling Agent"), and each of the Corporation's shareholders (collectively,
the
"Signing Shareholders") who is a signatory hereto.
Recitals
Whereas,
the
Corporation desires to raise between $45,000 and $2,002,000, subject to increase
to $4,005,000, of equity to fund its working capital requirements.
Whereas,
the
Corporation has agreed to provide certain demand and piggyback registration
rights to the investors who purchase the shares of Common Stock placed by the
Selling Agent, other members of the selling group, or sold by officers of the
Corporation.
Now,
Therefore, in
consideration of the foregoing and the mutual promises contained herein, and
for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
SECTION
1. GENERAL.
1.1 Definitions.
As
used
in this Agreement, the following terms shall have the following respective
meanings:
"Board"
shall mean the board of directors of the Corporation.
"Common
Stock" or "Shares" shall mean the Corporation's Common Stock, or any other
class
of stock exchanged for Common Stock of the Corporation.
“Conversion
Shares” shall mean those certain shares of Common Stock issued upon exercise of
the common stock purchase warrants placed by members of the selling group,
sold
by officers of the Corporation, or issued to the members of the selling group
pursuant to the Memorandum.
"Exchange
Act" means the Securities Exchange Act of 1934, as amended.
"GAAP"
shall mean those generally accepted accounting principles and practices which
are recognized by the American Institute of Certified Public Accountants and
which are consistently applied for all periods so as to properly reflect the
financial condition, and the results of operations and changes in financial
position, of the Company.
"Holder"
means any person or entity owning of record Registrable Securities that have
not
been sold to the public or any assignee of record of such Registrable Securities
in accordance with Section 2.7 hereof.
“Memorandum”
shall mean the Corporation’s Confidential Private Placement Memorandum dated
February 1, 2006, and all supplements and amendments thereto.
"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 of effectiveness of such registration statement
or
document.
"Registrable
Securities" means (a) the Common Stock of the Corporation placed by members
of
the selling group or sold by officers of the Corporation; (b) the Conversion
Shares, and (c) any Common Stock of the Corporation issued as (or issuable
upon
the conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange
for
or in replacement of, such above-described securities. Notwithstanding the
foregoing, Registrable Securities shall not include any securities sold by
a
person or entity to the public either pursuant to a registration statement
or
Rule 144 or sold in a private transaction in which the transferor's rights
under Section 2 of this Agreement are not assigned.
"Registrable
Securities then outstanding" shall be the number of shares determined by
calculating the total number of shares of the Corporation's Common Stock that
are Registrable Securities and either (a) are then issued and outstanding
or (b) are issuable pursuant to then exercisable or convertible
securities.
"Registration
Expenses" shall mean all expenses incurred by the Corporation in complying
with
Sections 2.1 and 2.2 hereof, including, without limitation, all registration
and
filing fees, printing expenses, fees and disbursements of counsel for the
Corporation, reasonable fees and disbursements of special counsel for the
Holders, blue sky fees and expenses and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Corporation which shall be paid in any event by
the
Corporation).
"SEC"
or
"Commission" means the Securities and Exchange Commission.
"Securities
Act" shall mean the Securities Act of 1933, as amended.
"Selling
Expenses" shall mean all underwriting discounts and selling commissions
applicable to the sale of the Corporation's capital stock.
"Shareholders"
shall mean all of the holders of the Corporation's capital stock.
"Special
Registration Statement" shall mean a registration statement relating to any
employee benefit plan or with respect to any corporate reorganization or other
transaction under Rule 145 of the Securities Act.
"Termination
Date" shall mean twenty-four (24) months after the final conclusion of the
“Offering Period,” as such term is defined in the Memorandum.
SECTION
2. PIGGYBACK
AND DEMAND REGISTRATION.
2.1 Piggyback
Registration. The
Corporation shall promptly notify all Holders of Registrable Securities in
writing of any proposed filing of any registration statement under the
Securities Act for purposes of a public offering of securities of the
Corporation (including, but not limited to, registration statements relating
to
secondary offerings of securities of the Corporation, but excluding Special
Registration Statements), which notice shall be made at least forty-five (45)
days prior to such filing, and will afford each such Holder an opportunity
to
include in such registration statement all or part of such Registrable
Securities held by such Holder. Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by
it
shall, within twenty (20) days after receipt of the above-described notice
from
the Corporation, so notify the Corporation in writing. Such notice shall state
the intended method of disposition of the Registrable Securities by such Holder.
If a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Corporation, such Holder shall
forfeit all future right to include any Registrable Securities in any subsequent
registration statement or registration statements as may be filed by the
Corporation with respect to offerings of its securities.
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(a) Underwriting.
If
the
registration statement under which the Corporation gives notice under this
Section 2.1 is for an underwritten offering, the Corporation shall so
advise the Holders of Registrable Securities. In such event, the right of any
such Holder to be included in a registration pursuant to this Section 2.1
shall be conditioned upon such Holder's participation in such underwriting
and
the inclusion of such Holder's Registrable Securities in the underwriting to
the
extent provided herein. All Holders proposing to distribute their Registrable
Securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwriting by the Corporation. Notwithstanding any other provision of this
Agreement, if the underwriter determines in good faith that marketing factors
require a limitation of the number of shares to be underwritten, the number
of
shares that may be included in the underwriting shall be allocated, first,
to
the Corporation; and second, to the Holders; and thereafter to any other
Shareholders of the Corporation holding registration rights. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to
withdraw therefrom by written notice to the Corporation and the underwriter,
delivered on or before the later of (i) five (5) business days after the
receipt by all Holders and the Placement Agent of the underwriting agreement
containing the terms thereof and (ii) ten (10) business days prior to the
effective date of the registration statement. Any Registrable Securities
excluded or withdrawn from such underwriting shall be excluded and withdrawn
from the registration. For any Holder which is a partnership or corporation,
the
partners, retired partners and shareholders of such Holder, or the estates
and
family members of any such partners and retired partners and any trusts for
the
benefit of any of the foregoing shall be deemed to be a single "Holder," and
any
pro
rata
reduction with respect to such "Holder" shall be based upon the aggregate amount
of shares of Corporation capital stock carrying registration rights owned by
all
entities and individuals included in such “Holder,” as defined in this
sentence.
(b) Right
to Terminate Registration. The
Corporation shall have the right to terminate or withdraw any registration
initiated by it under this Section 2.1 prior to the effectiveness of such
registration whether or not any Holder has elected to include securities in
such
registration. The Registration Expenses of such withdrawn registration shall
be
borne by the Corporation in accordance with Section 2.3 hereof.
2.2 Demand
Registration. At
any
time on or after October 1, 2006, Holders
shall have a "onetime" demand right to make a written request ("Demand Request")
that the Corporation register the Registrable Securities. Within thirty (30)
days after receipt of Demand Requests from Holders of at least a majority of
the
Registrable Securities, the Corporation shall prepare and file under the Act,
one registration statement to permit a public offering of all of the Registrable
Securities ("Demand Registration").
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2.3 Expenses
of Registration. Except
as
specifically provided herein, all Registration Expenses incurred in connection
with any registration pursuant to Sections 2.1 and 2.2 herein shall be borne
by
the Corporation. All Selling Expenses incurred in connection with any
registrations hereunder shall be borne by the holders of the securities so
registered pro
rata
on the
basis of the number of Shares so registered.
2.4
Obligations
of the Corporation. Whenever
required to effect the registration of any Registrable Securities, the
Corporation shall, as expeditiously as reasonably possible (and, with respect
to
any registration statement required to be filed pursuant to Section 2.2, in
any
event within thirty (30) days):
(a) With
respect to any registration statement required to be filed under
Section 2.2, prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use all reasonable efforts to cause
such registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder,
keep
such registration statement effective for up to two (2) years or, if earlier,
until the Holders have completed the distribution related thereto.
(b) Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement for the period set forth in paragraph (a) above.
(c) Furnish
to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and
such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.
(d) Use
its
reasonable efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders; provided
that
the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process
in
any such states or jurisdictions.
(e) In
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter(s) of such offering. Each Holder participating in
such
underwriting shall also enter into and perform its obligations under such an
agreement.
(f) Notify
each Holder of Registrable Securities covered by such registration statement
at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in such 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. The Corporation
will
use reasonable efforts to amend or supplement such prospectus in order to cause
such prospectus not to include any untrue statement of a material fact or omit
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.
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(g) Use
its
reasonable efforts to furnish, on the date that such Registrable Securities
are
delivered to the underwriters for sale, if such securities are being sold
through underwriters, (i) an opinion, dated as of such date, of the counsel
representing the Corporation for the purposes of such registration, in form
and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and (ii) a letter dated as
of such date, from the independent certified public accountants of the
Corporation, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering
addressed to the underwriters.
2.5 Furnishing
Information. It
shall
be a condition precedent to the obligations of the Corporation to take any
action pursuant to Sections 2.1 and 2.2 that the selling Holders shall furnish
to the Corporation such information regarding themselves and warrant the
accuracy thereof, the Registrable Securities held by them and the intended
method of disposition of such securities as shall be required to effect the
registration of their Registrable Securities.
2.6 Indemnification.
In
the
event any Registrable Securities are included in a registration statement under
Sections 2.1 and 2.2:
(a) To
the
extent permitted by law, the Corporation will indemnify and hold harmless each
Holder, the partners, officers and directors of each Holder, any underwriter
(as
defined in the Securities Act) for such Holder and each person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act
or
the Exchange Act, against any losses, claims, damages, or liabilities (joint
or
several) to which they may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages
or
liabilities (or actions in respect thereof) arise out of or are based upon
any
of the following statements, omissions or violations (collectively a
"Violation") by the Corporation: (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) 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, or (iii) any violation or
alleged violation by the Corporation 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; and the Corporation will
pay as incurred to each such Holder, partner, officer, director, underwriter
or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided
however,
that
the indemnity agreement contained in this Section 2.6(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 the Corporation, which
consent shall not be unreasonably withheld, nor shall the Corporation be liable
in any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for
use in connection with such registration by such Holder, partner, officer,
director, underwriter or controlling person of such Holder.
5
(b) To
the
extent permitted by law, each Holder will, if Registrable Securities held by
such Holder are included in the securities as to which such registration
qualifications or compliance is being effected, indemnify and hold harmless
the
Corporation, each of its directors, its officers and each person, if any, who
controls the Corporation within the meaning of the Securities Act, any
underwriter and any other Holder selling securities under such registration
statement or any of such other Holder's partners, directors or officers or
any
person who controls such Holder, against any losses, claims, damages or
liabilities (joint or several) to which the Corporation or any such director,
officer, controlling person, underwriter or other such Holder, or partner,
director, officer or controlling person of such other Holder may become subject
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon
and
in conformity with written information furnished by such Holder under an
instrument duly executed by such Holder and stated to be specifically for use
in
connection with such registration; and each such Holder will pay as incurred
any
legal or other expenses reasonably incurred by the Corporation or any such
director, officer, controlling person, underwriter or other Holder, or partner,
officer, director or controlling person of such other Holder in connection
with
investigating or defending any such loss, claim, damage, liability or action
if
it is judicially determined that there was such a Violation; provided,
however,
that the
indemnity agreement contained in this Section 2.6(b) 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 the Holder, which consent
shall not be unreasonably withheld; provided
further,
that in
no event shall any indemnity under this Section 2.6 exceed the net proceeds
from the offering received by such Holder.
(c) Promptly
after receipt by an indemnified party under this Section 2.6 of notice of
the commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against
any
indemnifying party under this Section 2.6, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to the parties;
provided,
however,
that an
indemnified party shall have the right to retain its own counsel, with the
fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 2.6, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to
any
indemnified party otherwise than under this Section 2.6.
6
(d) If
the
indemnification provided for in this Section 2.6 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to
any losses, claims, damages or liabilities referred to herein, the indemnifying
party, in lieu of indemnifying such indemnified party thereunder, shall to
the
extent permitted by applicable law contribute to the amount paid or payable
by
such indemnified party as a result of such loss, claim, damage or liability
in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other
in
connection with the Violation(s) that resulted in such loss, claim, damage
or
liability, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided,
that in
no event shall any contribution by a Holder hereunder exceed the net proceeds
from the offering received by such Holder.
(e) The
obligations of the Corporation and Holders under this Section 2.6 shall
survive completion of any offering of Registrable Securities in a registration
statement and the termination of this agreement. No Indemnifying Party, in
the
defense of any such claim or litigation, shall, except with the consent of
each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.
2.7 Assignment
of Registration Rights. The
registration rights of the Holders under this Agreement may be transferred
to
any transferee if the Corporation is given written notice by the Holder at
the
time of such transfer stating the name and address of the transferee and
identifying the securities with respect to which the rights under this Agreement
are being assigned.
2.8 Amendment
of Registration Rights. Any
provision of this Section 2 may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Corporation and the
holders of at least a majority of the Registrable Securities then outstanding.
Any amendment or waiver effected in accordance with this Section 2.8 shall
be binding upon each Holder and the Corporation. By acceptance of any benefits
under this Section 2, Holders of Registrable Securities hereby agree to be
bound by the provisions hereunder.
2.9 Rule
144 Reporting. With
a
view to making available to the Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities
to the public without registration, the Corporation agrees to use its best
efforts to:
(a) Make
and
keep public information available, as those terms are understood and defined
in
SEC Rule 144 or any similar or analogous rule promulgated under the
Securities Act, at all times after the effective date of the first registration
filed by the Corporation for an offering of its securities to the general
public;
7
(b) File
with
the SEC, in a timely manner, all reports and other documents required of the
Corporation under the Exchange Act; and
(c) So
long
as a Holder owns any Registrable Securities, furnish to such Holder forthwith
upon request: a written statement by the Corporation as to its compliance with
the reporting requirements of said Rule 144 of the Securities Act, and of the
Exchange Act (at any time after it has become subject to such reporting
requirements); a copy of the most recent annual or quarterly report of the
Corporation; and such other reports and documents as a Holder may reasonably
request in availing itself of any rule or regulation of the SEC allowing it
to
sell any such securities without registration.
SECTION
3. MISCELLANEOUS.
3.1 Governing
Law. This
Agreement and
the
rights and obligations of the parties hereto, shall be governed, construed
and
interpreted according to the laws of the State of Washington. The parties agree
that any final judgment after exhaustion of all appeals or the expiration of
time to appeal in any such action or proceeding shall be conclusive and binding,
and may be enforced in any federal or state court in the United States by suit
on the judgment or in any other manner provided by law. Nothing contained in
this Agreement shall affect or limit the right of a party to serve any process
or notice or motion or other application in any other manner permitted by law,
or limit or affect the right of a party to bring any action or proceeding
against the other parties or any of their respective property in the courts
of
any other jurisdiction. All parties hereby consent to the jurisdiction of the
federal courts whose districts encompass any part of the City of Phoenix or
the
state courts of the State of Arizona sitting in the City of Phoenix in
connection with any dispute arising under this Agreement, and hereby waives,
to
the maximum extent permitted by law, any objection, including any objections
based on forum non
conveniens, to
the
bringing of any such proceeding in such jurisdictions.
3.2 Successors
and Assigns. Except
as
otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors,
and
administrators of the parties hereto and shall inure to the benefit of and
be
enforceable by each person who shall be a holder of Registrable Securities;
provided,
however,
that
prior to the receipt by the Corporation of adequate written notice of the
transfer of any Registrable Securities or any rights hereunder specifying the
full name and address of the transferee, the Corporation may deem and treat
the
person listed as the holder of such shares in its records as the absolute owner
and holder of such shares for all purposes, including the payment of dividends
or any redemption price.
3.3 Severability. In
the
event one or more of the provisions of this Agreement should, for any reason,
be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal
or
unenforceable provision had never been contained herein.
8
3.4 Amendment
and Waiver.
(a) Except
as
otherwise expressly provided, this Agreement may be amended or modified only
upon the written consent of the Corporation and the holders of at least a
majority of the Registrable Securities.
(b) Except
as
otherwise expressly provided herein, the obligations of the Corporation and
the
rights of the Holders under this Agreement may be waived only with the written
consent of the Holders of at least a majority of the Registrable
Securities.
3.5 Delays
or Omissions. It
is
agreed that no delay or omission to exercise any right, power, or remedy
accruing to any Holder, upon any breach, default or noncompliance of the
Corporation under this Agreement shall impair any such right, power, or remedy,
nor shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of any similar breach, default
or
noncompliance thereafter occurring. It is further agreed that any waiver,
permit, consent, or approval of any kind or character on any Holder's part
of
any breach, default or noncompliance under the Agreement or any waiver on such
Holder's part of any provisions or conditions of this Agreement must be in
writing and shall be effective only to the extent specifically set forth in
such
writing. All remedies, either under this Agreement, by law, or otherwise
afforded to Holders, shall be cumulative and not alternative.
3.6 Notices.
All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b) three (3) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (c) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the
party to be notified at the address as set forth on either the signature pages
hereof or at such other address as such party may designate by ten (10) days
advance written notice to the other parties hereto.
3.7 Attorneys'
Fees. In
the
event that any suit or action is instituted to enforce any provision in this
Agreement, the prevailing party in such dispute shall be entitled to recover
from the losing party all fees, costs and expenses of enforcing any right of
such prevailing party under or with respect to this Agreement, including without
limitation, such reasonable fees and expenses of attorneys and accountants,
which shall include, without limitation, all fees, costs and expenses of
appeals.
3.8 Construction.
The
terms of this Agreement constitute the written expression of the mutual
agreement of the parties and shall be construed neutrally and not for or against
either party. Whenever a noun or pronoun is used in this Agreement in the
singular and when required by the context, the same shall include the plural,
and the masculine gender shall include the feminine and neuter genders and
vice
versa. As used in this Agreement, the term "party" or "parties" shall mean
the
parties to this Agreement. The term "person" shall include any individual,
entity, trust or association. The headings in this Agreement are inserted for
convenience; the provisions of this Agreement shall control in determining
the
intent hereof.
3.9 Enforcement;
Specific Performance; Remedies Cumulative.
9
(a) In
case
any one or more defaults shall occur and be continuing, a party may proceed
to
protect and enforce its rights by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein or for an injunction against a violation of any of the terms
hereof or thereof, or in aid of the exercise of any power granted hereby or
thereby or by law.
(b) The
parties expressly agree that each party may not have adequate remedies at law
if
the other parties do not perform its obligations under this Agreement. Upon
a
party's breach of the terms or covenants of this Agreement, the other parties
shall, each in addition to all other remedies, be entitled to obtain injunctive
relief, and an order for specific performance of the breaching party's
obligations hereunder.
3.10 Other
Registration Rights.
Each
signing Security Holder understands and acknowledges that (i) certain
shareholders of the Corporation who purchased debentures convertible into common
stock at $4.15 per share as part of the Corporation’s subsidiary’s private
offering in the Spring of 2005 and (ii) certain shareholders of the Corporation
who purchased shares of common stock at $4.00 per share and warrants to purchase
shares of common stock exercisable at $6.00 per share as part of the
Corporation’s private offering in the Fall and Winter of 2005 have piggyback
registration rights that may be triggered by the Holders’ exercise of their
demand right pursuant to this Agreement.
3.11 Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one
instrument.
[Signature
page to follow]
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In
Witness Whereof, the
parties hereto have executed this Registration
Rights Agreement as
of the
date set forth in the first paragraph hereof.
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Xxxxxx
Associates, L.P.
By:
__________________________________________
Name:
________________________________________
Title:
________________________________________
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By:
__________________________________________
Name:
________________________________________
Title:
________________________________________
|
||
|
Address: 00
Xxxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx, XX 00000
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Address: 000
Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx,
XX 00000
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Shareholders
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
|
Shareholders
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
By:
__________________________________________
Name:
____________________________________
Address:
__________________________________
|
||
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