REGISTRATION RIGHTS AGREEMENT
Exhibit
10.2
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of
_______________________, 2007 (the “Closing”), by and between
GEN2MEDIA CORPORATION, a Nevada corporation (the
“Company”) and ___________________ (the
“Stockholder”).
RECITALS:
WHEREAS,
the Company and the Stockholder are parties to a Stock Purchase
Agreement dated as of _________________, 2007 (the “Purchase Agreement”);
and
WHEREAS,
in connection with the issuance by the Company of the shares of Common Stock,
and as an inducement to consummate the transactions contemplated by the Purchase
Agreement, the Company has agreed to file a registration statement with the
Commission in compliance with the Securities Act in respect to the shares of
Common Stock issued in connection with the Purchase Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereby agree with each other as follows:
Certain
Definitions. As used in this Agreement, the following terms shall
have the following respective meanings:
“Commission”
shall mean the Securities and Exchange Commission, or any other federal agency
at the time administering the Securities Act.
“Common
Stock” shall mean the Company’s common stock as constituted as of the date
of this Agreement.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, 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.
“Shares”
shall mean shares of: (a) Common Stock issued in connection with the Purchase
Agreement; and (b) any securities of the Company 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.
“Registration
Expenses” shall mean the expenses so described in Section 5.
“Restricted
Stock” shall mean the Shares, excluding Shares which have
been: (a) registered under the Securities Act pursuant to an
effective registration statement filed thereunder and disposed of in accordance
with the registration statement covering them; or (b) publicly sold pursuant
to
Rule 144 under the Securities Act.
“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.
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“Selling
Expenses” shall mean the expenses so described in Section 5.
1. Restrictive
Legend. Each certificate representing Shares shall, except as
otherwise provided in this Section 2, be stamped or otherwise imprinted with
a
legend substantially in the following form:
“THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
IT
HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.”
A
certificate shall not bear such legend if: (a) the Shares represented
by such certificate have been registered under the Securities Act; or (b) in
the
opinion of counsel satisfactory to the Company the securities represented
thereby may be publicly sold without registration under the Securities Act
and
any applicable state securities laws.
2. Required
Registration. The Company shall use its best efforts to effect
the registration under the Securities Act of all of the shares of Restricted
Stock held by the Stockholder, or his respective assigns, pursuant to the terms
of this Agreement.
3. Registration
Procedures. Specifically, the Company will, at it’s
expense:
(a) prepare
and file with the Commission as soon as is commercially practical, a
registration statement with respect to such securities and use its commercially
reasonable efforts to cause such registration statement to become and remain
effective for the period of the distribution contemplated thereby (determined
as
hereinafter provided) or until the Restricted Stock held by the Stockholder
can
be publicly sold pursuant to Rule 144 under the Securities Act;
(b) prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be
necessary to keep such registration statement effective for the period specified
in subsection (a) above and comply with the provisions of the Securities Act
with respect to the disposition of all Restricted Stock covered by such
registration statement in accordance with the sellers’ intended method of
disposition set forth in such registration statement for such
period;
(c) furnish
to each seller of Restricted Stock, and to each underwriter if applicable,
such
number of copies of the registration statement and the prospectus included
therein (including each preliminary prospectus) as such persons reasonably
may
request in order to facilitate the public sale or other disposition of the
Restricted Stock covered by such registration statement;
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(d) use
its
commercially reasonable efforts to register or qualify the Restricted Stock
covered by such registration statement under the securities or “blue sky” laws
of such jurisdictions as the sellers of Restricted Stock or, in the case of
an
underwritten offering, the managing underwriter reasonably shall request;
provided, however, that the Company shall not for any such purpose
be required to qualify generally to transact business as a foreign corporation
in any jurisdiction where it is not so qualified or to consent to general
service of process in any such jurisdiction;
(e) use
its
commercially reasonable efforts to list the Restricted Stock covered by such
registration statement with any securities exchange or stock market on which
the
Common Stock of the Company is then listed;
(f) immediately
notify each seller of Restricted Stock and each underwriter, if applicable,
at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event of which the Company has
knowledge as a result of which the prospectus contained 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 light of the circumstances then
existing;
(g) if
the
offering is underwritten and at the request of any seller of Restricted Stock,
use its commercially reasonable efforts to furnish on the date that Restricted
Stock is delivered to the underwriters for sale pursuant to such registration:
(i) an opinion dated such date of counsel representing the Company for the
purposes of such registration, addressed to the underwriters and to such seller,
stating that such registration statement has become effective under the
Securities Act and that (A) to the best knowledge of such counsel, no stop
order
suspending the effectiveness thereof has been issued and no proceedings for
that
purpose have been instituted or are pending or contemplated under the Securities
Act; (B) the registration statement, the related prospectus and each amendment
or supplement thereof comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express
any opinion as to financial statements contained therein); and (C) to such
other
effects as reasonably may be requested by counsel for the underwriters or by
such seller or its counsel; and (ii) a letter dated such date from the
independent public accountants retained by the Company, addressed to the
underwriters and to such seller, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion
of
such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to
the
period ending no more than five business days prior to the date of such letter)
with respect to such registration as such underwriters reasonably may
request;
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(h) make
available for inspection by each seller of Restricted Stock, any underwriter
participating in any distribution pursuant to such registration statement,
and
any attorney, accountant or other agent retained by such seller or underwriter,
all financial and other records, pertinent corporate documents and properties
of
the Company, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such seller, underwriter, attorney,
accountant or representative or agent in connection with such registration
statement; and
(i) if
at
such time as the Company files a registration statement pursuant to the
requirements of Section 3 it is a registrant entitled to use Form S-3 or any
successor thereto to register the Restricted Stock, use its best efforts to
register the Restricted Stock under the Securities Act on Form S-3 or any
successor thereto, for public sale in the manner specified by the holders
thereof.
In
connection with any registration pursuant to Section 3 that is underwritten,
the
Company and each seller agree to enter into a written agreement with the
managing underwriter selected by the sellers in such form and containing such
provisions as are customary in the securities business for such an arrangement
between such underwriter and companies of the Company’s size and investment
stature.
For
purposes of Sections 4(a) and 4(b), the period of distribution of Restricted
Stock in any registration statement shall be deemed to extend until the earlier
of the sale of all Restricted Stock covered thereby or 180 days after the
effective date of such registration statement.
In
connection with each registration hereunder, the sellers of Restricted Stock
will furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with federal and applicable state
securities laws.
4. Expenses.
(a) All
expenses incurred by the Company in complying with Sections 3 and 4, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel and independent public accountants for the Company,
fees and expenses (including counsel fees) incurred in connection with complying
with state securities or “blue sky” laws, fees of the National Association of
Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars
and costs of insurance, but excluding any Selling Expenses, are called
“Registration Expenses.” All underwriting discounts and
selling commissions applicable to the sale of Restricted Stock are called
“Selling Expenses.”
(b) The
Company will pay all Registration Expenses in connection with any registration
statement under Section 3. All Selling Expenses in connection with
each registration statement under Section 3 shall be borne by the participating
sellers in proportion to the number of shares sold by each, or by such
participating sellers other than the Company (except to the extent the Company
shall be a seller) as they may agree.
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5. Indemnification
and Contribution.
(a) Upon
the
registration of any of the Restricted Stock under the Securities Act pursuant
to
Section 3, the Company will indemnify and hold harmless each seller of such
Restricted Stock thereunder, each underwriter, if applicable, of such Restricted
Stock thereunder and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, along with the partners,
members, directors, and officers of each such seller, underwriter or controlling
person, against any losses, claims, damages or liabilities, joint or several,
to
which such seller, underwriter or controlling person may become subject under
the Securities Act, the Exchange 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 any registration statement under which such Restricted Stock
was registered under the Securities Act pursuant to Section 3, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, 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, and will reimburse each such seller,
each
such underwriter and each such controlling person, along with the partners,
members, directors, and officers of each such seller, 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 Company will not
be liable in any such case if and 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 so made in conformity
with information furnished by any such seller, any such underwriter or any
such
controlling person in writing specifically for use in such registration
statement or prospectus or supplement thereof.
(b) In
the
event of a registration of any of the Restricted Stock under the Securities
Act
pursuant to Section 3, each seller of such Restricted Stock thereunder,
severally and not jointly, will indemnify and hold harmless the Company, each
person, if any, who controls the Company within the meaning of the Securities
Act, each officer of the Company who signs the registration statement, each
director of the Company, each underwriter and each person who controls any
underwriter within the meaning of the Securities Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company or such
officer, director, underwriter 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 under which such Restricted Stock was registered
under the Securities Act pursuant to Section 3, any preliminary prospectus
or
final prospectus contained therein, or any amendment or supplement thereof,
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, and will reimburse the Company and each
such
officer, director, underwriter and 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 such seller will be liable hereunder in any such case
if
and only 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 reliance upon and in conformity with information
pertaining to such seller, as such, furnished in writing to the Company by
such
seller specifically for use in such registration statement or prospectus or
supplement thereof, and; provided, further, however, that
the liability of each seller hereunder shall be limited to the proportion of
any
such loss, claim, damage, liability or expense that is equal to the proportion
that the public offering price of the shares sold by such seller under such
registration statement bears to the total public offering price of all
securities sold thereunder, but not in any event to exceed the net proceeds
received by such seller from the sale of Restricted Stock covered by such
registration statement.
(c) Promptly
after receipt by an indemnified party hereunder of notice of the commencement
of
any action, such indemnified party shall, if a claim in respect thereof is
to be
made against the indemnifying party hereunder, notify the indemnifying party
in
writing thereof. The omission so to notify the indemnifying party
shall not relieve it from any liability that it may have to such indemnified
party other than under this Section 6 and shall only relieve it from any
liability that it may have to such indemnified party under this Section 6 if
and
to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to
the
extent it shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake
the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 6 for any legal expenses subsequently incurred by
such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable defenses available to
it
which are different from or additional to those available to the indemnifying
party or if the interests of the indemnified party reasonably may be deemed
to
conflict with the interests of the indemnifying party, the indemnified party
shall have the right to select a separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as
incurred.
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(d) In
order
to provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either: (i) any holder of
Restricted Stock exercising rights under this Agreement, or any controlling
person of any such holder, makes a claim for indemnification pursuant to this
Section 6 but it 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 this Section 6 provides
for
indemnification in such case; or (ii) contribution under the Securities Act
may
be required on the part of any such selling holder or any such controlling
person in circumstances for which indemnification is provided under this Section
6; then, and in each such case, the Company and such holder will contribute
to
the aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion so that such holder
is responsible for the portion represented by the percentage that the public
offering price of its Restricted Stock offered by the registration statement
bears to the public offering price of all securities offered by such
registration statement, and the Company shall be responsible for the remaining
portion; provided, however, that, in any such case: (A)
no such holder will be required to contribute any amount in excess of the net
proceeds received by such seller from the sale of Restricted Stock covered
by
such registration statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty
of
such fraudulent misrepresentation.
6. Changes
in Common Stock. If, and as often as, there is any change in the
Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made
in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed.
7. Rule
144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission, which may at any time permit
the sale of the Restricted Stock to the public without registration, at all
times after 180 days after any registration statement covering a public offering
of securities of the Company under the Securities Act shall have become
effective, the Company agrees to:
(a) make
and
keep public information available, as those terms are understood and defined
in
Rule 144 under the Securities Act; and
(b) use
its
best efforts to file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act.
8. Miscellaneous.
(a) An
original copy of this Agreement shall be kept by the Secretary of the
Company.
(b) All
covenants and agreements contained in this Agreement by or on behalf of any
of
the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto (including without limitation
transferees of any Restricted Stock), whether so expressed or not.
(c) All
notices, requests, consents and other communications hereunder shall be in
writing and shall be delivered in person, mailed by certified or registered
mail, return receipt requested, or sent by telecopier or telex, addressed as
follows:
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(i) if
to the Company or any other party hereto, at the address of its principal place
of business and as last recorded in any of the company’s records;
(ii) if
to any subsequent holder of Restricted Stock, to it at such address as may
have
been furnished to the Company in writing by such holder;
or,
in
any case, at such other address or addresses as shall have been furnished in
writing to the Company (in the case of a holder of Restricted Stock) or to
the
holders of Restricted Stock (in the case of the Company) in accordance with
the
provisions of this paragraph.
(d) This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida without regard to principles of conflicts of law.
(e) This
Agreement may not be amended or modified, and no provision hereof may be waived,
without the written consent of the Company and the holders of at least a
majority of the Restricted Stock.
(f) This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
(g) The
Company shall not grant to any third party any registration rights more
favorable than or inconsistent with any of those contained herein, so long
as
any of the registration rights under this Agreement remain in
effect.
(h) If
any
provision of this Agreement shall be held to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach
only
to such provision and shall not in any manner affect or render illegal, invalid
or unenforceable any other provision of this Agreement, and this Agreement
shall
be carried out as if any such illegal, invalid or unenforceable provision were
not contained herein.
(i) This
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof.
[Signatures
on following page]
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IN
WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the day and year first written above.
| COMPANY: | |||
| Gen2Media Corporation | |||
|
|
By:
|
/s/ | |
| Print Name: Xxxx Spio | |||
| Its: President | |||
| STOCKHOLDER: | |||
|
|
By:
|
/s/ | |
| Print Name: | |||
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