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EXHIBIT 10.26
Registration Rights Agreement
This Registration Rights Agreement (the "Agreement") is entered into as of
March 12, 1997, by and among Alpha 1 Biomedicals, Inc., a Delaware corporation
(the "Company"), and each of the undersigned purchasers (the "Investors") of
Units issued by the Company under a Unit Purchase Agreement, dated as of the
date hereof, among the Company and the Investors (the "Unit Purchase
Agreement"). Each Unit is comprised of (i) 500,000 shares (the "Unit Shares") of
common stock, par value $.001 per share, of the Company ("Common Stock"), and
(ii) 165,000 Class D Warrants ("Warrants"), each such Warrant being exercisable
to purchase one share of Common Stock in accordance with the terms of a Warrant
Agreement, dated the date hereof, among the Company and each of the Investors
(the "Warrant Agreement").
In order to induce the Investors to enter into the Unit Purchase
Agreement, the Company has agreed to provide to the Investors the registration
rights set forth in this Agreement.
The parties hereby agree as follows:
1. DEFINITIONS.
(a) "Registrable Securities" means (i) the Unit Shares, (ii) the
shares of Common Stock issuable by the Company upon the exercise of the
Warrants, and (iii) in the case of Xxxxx X. Xxxxx, any other shares of Common
Stock of which he is the registered holder that are not eligible for sale
pursuant to Rule 144(k).
(b) "Restricted Registrable Securities" means the Registrable
Securities until such time as (i) they have been resold pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or (ii) they are eligible for resale to the public pursuant
to Rule 144(k) under the Securities Act (or any similar provision then in force)
and any legend restricting the transfer of the shares has been removed.
2. DEMAND REGISTRATION.
(a) Filing of Shelf Registration Statement. After August 1, 1997,
upon the request in writing of any holder of Restricted Registrable Securities,
the Company shall use its best efforts to file with the Securities and Exchange
Commission (the "Commission"), within 45 days after the receipt of such request,
a registration statement for an offering to be made on a continuous basis
pursuant to Rule 415 under the Securities Act, covering the resale of the
Restricted Registrable Securities that are the subject of the request and any
other Restricted Registrable Securities that any other holder thereof or the
Company wishes to include therein (a "Shelf Registration Statement"). Each
Investor shall be entitled to three such registrations under this Section 2(a).
The Shelf Registration Statement shall be on Form S-3 or another appropriate
form permitting registration of such Restricted Registrable Securities for
resale by the holders thereof in any lawful manner
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designated by them (including, without limitation, an underwritten offering).
Except for securities that the Company may be obligated to include in the Shelf
Registration Statement pursuant to any agreement entered into by the Company
prior to the date hereof, the Company shall not, without the consent of the
person requesting registration of Restricted Registrable Securities, permit any
securities other than the Restricted Registrable Securities to be included in
the Shelf Registration Statement.
(b) Effectiveness of Shelf Registration Statement. The Company
shall use its best efforts to cause the Shelf Registration Statement to be
declared effective under the Securities Act as promptly as practicable after the
filing thereof and, unless directed otherwise by the holders of a majority of
the Restricted Registrable Securities included therein, shall use its best
efforts to keep the Shelf Registration Statement continuously effective under
the Securities Act until all of the Registrable Securities shall have ceased to
be Restricted Registrable Securities (the "Effectiveness Period").
(c) Expenses. The Company shall bear all Registration Expenses (as
defined in Section 5) incurred in connection with filing and maintaining the
effectiveness of a registration statement under this Section 2. Each holder of
Restricted Registrable Securities shall pay all underwriting discounts and sales
commissions attributable to the shares sold by such holder.
3. PIGGY-BACK REGISTRATION RIGHTS.
(a) Notice of Filing and Inclusion of Shares. If at any time or
from time to time following the date hereof, the Company shall file with the
Commission a registration statement under the Securities Act relating (i) in
whole or in part to the primary offer and sale of shares of its Common Stock
(other than a registration statement that relates exclusively to (A) the sale of
securities in connection with an employee or director stock option, bonus,
retirement or other compensation plan or arrangement, (B) a corporate
reorganization or (C) the issuance of securities in connection with a business
acquisition or combination) or (ii) the resale of shares of Common Stock issued
by the Company to other stockholders ("Other Eligible Shareholders") and the
registration rights afforded such Other Eligible Shareholders do not preclude
the inclusion of the Restricted Registrable Securities in a registration
effected on behalf of such Other Eligible Shareholders, the Company shall notify
the holders of Restricted Registrable Securities in writing of its intention to
file such registration statement at least 30 days prior to the filing thereof.
If, within 15 days of receipt of the Company's notice, a holder notifies the
Company in writing that such holder wishes to have some or all of such holder's
Restricted Registrable Securities included in such registration statement, such
Restricted Registrable Securities shall be so included, subject to the
provisions of this Section 3. Notwithstanding the foregoing, if the registration
statement is to include shares to be registered for sale by the Company, the
decision to proceed with the filing of the registration statement, and the
timing and content of all filings in connection therewith, shall be within the
sole discretion of the Company.
(b) Underwritten Offerings. If the registration statement filed
under this Section 3 involves an underwritten offering and, the underwriter
determines that the number of shares proposed to be sold by the Company, the
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holders of Restricted Registrable Securities and any Other Eligible Shareholders
is greater than the number of shares that the underwriter believes is feasible
to sell at that time, at the price and upon the terms approved by the Company,
then the number of shares that the underwriter believes may be sold shall be
allocated in the following order: (i) primary shares being offered by the
Company and (ii) pro rata among all selling shareholders based upon the number
of shares as to which each such selling shareholder has registration rights.
(c) Expenses. The Company shall bear all Registration Expenses
incurred in connection with filing and maintaining the effectiveness of a
registration statement under this Section 3. Each holder of Restricted
Registrable Securities shall pay all underwriting discounts and sales
commissions attributable to the shares sold by such holder.
4. REGISTRATION PROCEDURES.
(a) Obligations of the Company. In connection with the
registration provided for in Section 2 or Section 3, the Company will:
(i) Furnish to each holder of Restricted Registrable
Securities included in the registration statement a copy of the registration
statement (including all exhibits thereto) and each amendment thereto, each
related prospectus and all amendments or supplements thereto (including any
preliminary prospectus), and such other documents as such holder may reasonably
request in order to facilitate the disposition of the Restricted Registrable
Securities owned by such holder.
(ii) Use reasonable efforts to register or qualify (unless an
exemption is applicable) such Restricted Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any holder of Restricted Registrable Securities or the managing
underwriter, in the case of an underwritten offering, reasonably shall request
in writing, use reasonable efforts to keep any such registration or
qualification effective (unless an exemption is available) during the
Effectiveness Period, and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of the
Restricted Registrable Securities covered by the registration statement;
provided, however, that the Company shall not be required (A) to qualify
generally to do business in any jurisdiction where it is not then so qualified,
(B) to take any action that would subject it to general service of process in
any such jurisdiction where it is not then so subject, (C) to subject itself to
taxation in excess of a nominal dollar amount in any such jurisdiction where it
is not then so subject, or (D) to modify in any way its Certificate of
Incorporation or Bylaws or agree to any restriction on the offer or sale of any
securities by the Company or any of its affiliates.
(iii) Notify the holders of Restricted Registrable Securities
promptly (but in any event within three business days), (A) of the issuance by
the Commission of any stop order suspending the effectiveness of the
registration statement or of any order preventing or suspending the use of any
prospectus, or of the initiation of any proceedings for such purpose, (B) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or an exemption from qualification of the
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Restricted Registrable Securities, or any registration statement with respect
thereto, for offer or sale in any jurisdiction, or the initiation of any
proceeding for such purpose, or (C) if any information becomes known to the
Company that makes any statement made in the registration statement or related
prospectus, or any document incorporated or deemed to be incorporated therein by
reference, untrue in any material respect or that requires that the registration
statement be amended or that any related prospectus be amended or supplemented
so that it will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading.
(iv) Use its best efforts to prevent the issuance of any stop
order suspending the effectiveness of the registration statement, of any order
preventing or suspending the use of prospectus or suspending the qualification
(or exemption from qualification) of any of the Restricted Registrable
Securities for sale in any jurisdiction and, if any such order is issued, to use
its best efforts to obtain the withdrawal of such order as soon as practicable.
(v) Upon the occurrence of any event referred to in Section
4(a)(iii)(C), if requested by the holders of a majority of the Restricted
Registrable Securities included in the registration statement, as promptly as
practicable prepare and file with the Commission, as applicable, a
post-effective amendment to the registration statement, an amendment or
supplement to the related prospectus, or a document (or an amendment thereto)
deemed to be incorporated therein by reference, so that, as thereafter delivered
to the holders of such Restricted Registrable Securities, the prospectus for the
resale of the Restricted Registrable Securities related to the registration
statement will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, not misleading.
(vi) In connection with any underwritten offering of
Restricted Registrable Securities pursuant to the registration statement, enter
into an underwriting agreement as is customary in underwritten offerings of
equity securities similar to the Common Stock and take all such other actions as
are reasonably requested by the managing underwriter in order to facilitate the
registration and the disposition of such Restricted Registrable Securities and,
in such connection, (A) make such representations and warranties to, and
covenants with, the underwriters with respect to the Company and its business
and with respect to the registration statement, prospectus and documents, if
any, incorporated or deemed to be incorporated by reference therein, in each
case, as are customarily made by issuers to underwriters in underwritten
offerings of equity securities similar to the Common Stock, (B) obtain the
written opinion of counsel to the Company in form, scope and substance
reasonably satisfactory to the managing underwriter, addressed to the
underwriters covering the matters customarily covered in opinions requested in
underwritten offerings of equity securities similar to the Common Stock, and (C)
obtain "cold comfort" letters and updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter from the independent public
accountants of the Company (and, if necessary, any other independent public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are, or are required
to be, included or incorporated by
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reference in the registration statement), addressed to each of the underwriters,
such letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with underwritten
offerings of equity securities similar to the Common Stock and such other
matters as reasonably is requested by the managing underwriter.
(b) Obligations of a Holder of Restricted Registrable Securities.
The Company may require each holder of Restricted Registrable Securities covered
by the registration statement to furnish in writing to the Company such
information regarding such holder and the distribution of such Restricted
Registrable Securities as the Company may, from time to time, reasonably
request. The Company may exclude from the registration statement the Restricted
Registrable Securities of any holder who unreasonably fails to furnish such
information within a reasonable time after receiving such request. Each such
holder agrees to supplement promptly any information previously furnished to the
Company with all such additional information as is required in order to make the
information previously furnished to the Company by such seller not misleading.
(c) Suspension of Sales Under the Shelf Registration Statement.
Each holder of Restricted Registrable Securities included in the registration
statement agrees that, upon receipt of any notice from the Company as described
in Section 4(a)(iii), such holder forthwith will discontinue disposition of such
Restricted Registrable Securities pursuant to the registration statement until
such holder receives copies of the amended or supplemented prospectus
contemplated by Section 4(a)(v), or until such holder is advised in writing by
the Company that the use of the prospectus may be resumed.
5. REGISTRATION EXPENSES.
Registration Expenses shall be borne as set forth in Section 2 or Section
3, as applicable. Registration Expenses ("Registration Expenses") shall consist
of all expenses incidental to the Company's performance of and compliance with
this Agreement, including without limitation (i) all registration and filing
fees (including all fees and expenses of compliance with state securities or
Blue Sky laws), (ii) printing expenses, including expenses of printing of the
registration statement or any prospectus, if the printing thereof is requested
any holder of the Restricted Registrable Securities, (iii) messenger and
delivery expenses, (iv) fees and disbursements of counsel for the Company, (v)
fees and disbursements of all independent public accountants referred to in
Section 4(a)(vi) hereof (including, without limitation, the expenses of any
special audit) and (vi) the fees and expenses incurred in connection with the
listing of the securities to be registered on NASDAQ or any securities exchange
on which the Common Stock is then listed.
6. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless each holder
of Restricted Registrable Securities included in a registration statement, each
person, if any, who controls such holders within the meaning of either Section
15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and their respective officers, directors,
employees and agents, if any (each, a "Participant"),
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from and against any and all losses, claims, damages and liabilities (including,
without limitation, the reasonable legal fees and other expenses actually
incurred in connection with any suit, action or proceeding or any claim
asserted) caused by, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement (or any amendment thereto) or a related prospectus (or any amendment
or supplement thereto), or caused by, arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that the Company will not be required to indemnify a holder (or any related
Participant) if (i) such losses, claims, damages or liabilities are caused by
any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Participant
furnished to the Company in writing by or on behalf of such Participant
expressly for use therein or (ii) if a holder sold to the person asserting the
claim the Restricted Registrable Securities that are the subject of such claim
and such untrue statement or omission, or alleged untrue statement or omission,
was made in or involved any prospectus and was corrected in a subsequent
prospectus (or any supplement thereto) provided to such holder of the Restricted
Registrable Securities and such holder failed to deliver or provide a copy of
the subsequent prospectus (or such supplement thereto) to such person with or
prior to the confirmation of the sale of such Restricted Registrable Securities.
(b) Each Participant agrees, severally and not jointly, to
indemnify and hold harmless the Company, each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, and their respective directors, officers, employees and
agents, to the same extent as the foregoing indemnity from the Company to each
Participant, but only (i) with respect to information relating to such
Participant furnished to the Company in writing by or on behalf of such
Participant expressly for use in a registration statement (or any amendment
thereto) or a related prospectus (or any amendment or supplement thereto), or
(ii) with respect to any untrue statement or representation made by such
Participant in writing to the Company in connection with the transactions
contemplated by the registration statement.
(c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to paragraph (a)
or (b) of this Section 5, such person (the "Indemnified Person") shall promptly
notify the person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person shall be entitled to assume the
defense thereof with counsel retained by the Indemnifying Person, reasonably
satisfactory to the Indemnified Person, who also may be counsel to any other
Indemnifying Person with respect to the same matter, and shall pay the
reasonable fees of, and the expenses actually incurred by, such counsel related
to such matter; provided, however, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability which it
may have hereunder or otherwise (unless and only to the extent that such failure
directly results in the loss or compromise of any material rights or defenses by
the Indemnifying Person and the Indemnifying Person was not otherwise aware of
such action or claim). In
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any such proceeding, any Indemnified Person shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed in writing to the contrary, (ii)
the Indemnifying Person shall have failed within a reasonable period of time to
retain counsel reasonably satisfactory to the Indemnified Person, or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that, unless there
exists a conflict among Indemnified Persons, the Indemnifying Person shall not,
in connection with any one such proceeding or separate but substantially similar
related proceedings in the same jurisdiction arising out of the same general
allegations, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons. Any such
separate firm for the Participants shall be designated in writing by
Participants who sold a majority in interest of Restricted Registrable
Securities sold by all such Participants and any such separate firm for the
Company, any control person of the Company and their respective directors,
officers, employers and agents shall be designated in writing by the Company.
The Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its prior written consent (which consent shall not be
unreasonably withheld), but if settled with such consent or if a final
nonappealable judgment is entered for which an Indemnified Person is entitled to
indemnification pursuant to this Agreement, the Indemnifying Person agrees to
indemnify and hold harmless such Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. No Indemnifying Person
shall, without the prior written consent of the Indemnified Person, effect any
settlement or compromise of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Person, unless such settlement
(A) includes an unconditional written release of such Indemnified Person, in
form and substance reasonably satisfactory to such Indemnified Person, from all
liability on claims that are the subject matter of such settlement and (B) does
not include any statement as to an admission of fault, culpability or failure to
act by or on behalf of any Indemnified Person.
(d) If the indemnification provided for in paragraph (a) or (b) of
this Section 5 is for any reason unavailable to, or is insufficient to hold
harmless, an Indemnified Person in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraph, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
(i) the relative benefits received by the Indemnifying Person on the one hand
and the Indemnified Person on the other from the offering of the Common Stock
pursuant to the Shelf Registration Statement or (ii) if the allocation provided
by the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the Indemnifying Person on the
one hand and the Indemnified Person on the other in connection with the
statements or omissions or alleged statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect
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thereof). The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or a Participant on the
other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances. However, no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(e) The indemnity and contribution agreements contained in this
Section 5 are in addition to any liability which an Indemnifying Person may
otherwise have to an Indemnified Person.
7. PARTICIPATION IN AN UNDERWRITTEN OFFERING.
No holder of Restricted Registrable Securities may participate in any
underwritten offering of Common Stock of the Company pursuant to a registration
statement filed under either Section 2 or Section 3 unless such holder completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and such other documents reasonably required under the terms of
customary underwriting arrangements.
8. RULE 144.
The Company covenants that it will use its best efforts to file timely the
reports required to be filed by it under the Exchange Act and the rules and
regulations thereunder, and it will take such further action as any owner of
Restricted Registrable Securities may reasonably request, all to the extent
required from time to time to enable such owner to sell Restricted Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such rule
may be amended from time to time (or any similar rule or regulation hereafter
adopted by the Commission). Upon the request of any holder of Restricted
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements and shall provide
to the Company's transfer agent such advice as shall be necessary to effect the
transfer of any Restricted Registrable Securities sold pursuant to Rule 144.
9. TERMINATION.
This Agreement shall terminate at such time as the Investors no longer own
any Registrable Securities. The provisions of Section 6 hereof shall survive
such termination.
10. MISCELLANEOUS.
(a) No Inconsistent Agreements. The Company has not, as of the
date hereof, and the Company shall not, after the date of this Agreement, enter
into any agreement with respect to any of its securities that is inconsistent
with the rights granted to the holders of Restricted Registrable
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Securities in Bthis Agreement or otherwise conflicts with the provisions hereof.
(b) Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, (i) as related to the rights and
obligations of Xxxxx X. Xxxxx, otherwise than with the prior written consent of
the Company and Xxxxx X. Xxxxx, and (ii) as related to rights and obligations of
the holder of Restricted Registrable Securities other than Xxxxx X. Xxxxx,
otherwise than with the prior written consent of the Company and the holders of
not less than a majority of the Restricted Registrable Securities other than
Xxxxx X. Xxxxx (for which purpose each holder of Warrants will be deemed the
holder of the number of Restricted Registrable Securities then obtainable upon
the exercise such Warrants). Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of holders of Restricted Registrable Securities whose
securities are being sold pursuant to a registration statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
holders of Restricted Registrable Securities may be given (i) by the holders not
less than a majority of the Restricted Registrable Securities being sold by such
holders pursuant to such registration statement and (ii) each Investor whose
Restricted Registrable Securities are included in such registration statement.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing and be delivered by hand or sent by
registered or certified mail, return receipt requested and postage prepaid, or
by facsimile transmission (followed by a confirmation copy sent by either
overnight or two-day courier):
(i) if to a holder of Restricted Registrable Securities, in
the case of the Investors in accordance with the terms of the Unit Purchase
Agreement, and in the case of all other holders of Restricted Registrable
Securities at the most current address given by such holder to the Company in
writing; and
(ii) if to the Company, at its address set forth in the
Unit Purchase Agreement.
All such notices and communications shall be deemed to have been duly given (i)
when delivered by hand, if personally delivered, (ii) five business days after
being deposited in the mail, postage prepaid, if mailed or (iii) upon receipt,
if sent by facsimile, except that in the case of Xxxxx X. Xxxxx, no notice or
communication shall be deemed given unless (x) actually received by Xxxxx X.
Xxxxx or (y) given in the manner provided above to the person to whom copies are
to be delivered.
(d) Third Party Beneficiaries. Each registered holder of Restricted
Registrable Securities, whether or not such holder is a party to this Agreement,
is an intended beneficiary of this Agreement, and this Agreement may be enforced
by such person. Nothing in this Agreement shall be construed to give any person
or entity, other than the Company, the registered holders of the Warrants and
the registered holders of Restricted Registrable
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Securities, any legal or equitable right, remedy or claim under this Agreement.
(e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties hereto and the registered holders of the Restricted Registrable
Securities; provided, however, that this Agreement shall not inure to the
benefit of or be binding upon a successor or assign unless and to the extent
such successor or assign holds Restricted Registrable Securities.
(f) Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
(h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF MARYLAND, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES, AND EACH
BENEFICIARY SHALL BE BOUND, TO SUBMIT TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT LOCATED IN THE STATE OF MARYLAND IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(i) Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall to the extent permitted by law
remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such invalid, illegal, void or unenforceable term,
provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any term, provision,
covenant or restriction that may be hereafter declared invalid, illegal, void or
unenforceable.
(j) Entire Agreement. This Agreement, the Unit Purchase Agreement
and the Warrant Agreement are intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no representations, promises, warranties or
undertakings between the parties hereto with respect to the subject matter
hereof, other than those set forth or referred to herein or therein. This
Agreement, the Unit Purchase Agreement and the Warrant Agreement supersede all
prior agreements and understandings between the parties with respect to such
subject matter.
(j) No Impairment. The Company agrees that it will not enter into
any agreement conferring registration rights on any other person that
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impairs in any material respect the registration rights of the holders of
Restricted Registrable Securities under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
ALPHA 1 BIOMEDICALS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx Xxxxxx
President and Chief
Executive Officer
[additional signature pages follow]
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REGISTRATION RIGHTS AGREEMENT
SIGNATURE PAGE
FOR INDIVIDUAL INVESTORS
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx Xxxxxx
President and Chief
Executive Officer
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
/s/ Xxxxxx X. XxXxx
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XXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
XXXX X. XXXXXXXXX TTEE V/A
XXXXXXX X. XXXXX TRUST DTD 4/16/87
/s/ X.X. Xxxxxxx, Xx.
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X. X. XXXXXXX, XX.
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
XXXXXXX X. XXXXXX
/s/ X.X. Xxxxxx
------------------------------------
X.X. XXXXXX
86
