REGISTRATION RIGHTS AGREEMENT
AGREEMENT, dated as of this _____ day of January 2000, by and between
Sparta Surgical Corporation, a Delaware corporation ("the "Company"), and
("INVESTOR").
WHEREAS, the undersigned hereby subscribes for and agrees to
purchase________ shares of the common stock of the Company at a price of $1.00
per share (the "Purchased Shares"), and agrees to pay therefore the total sum of
$___________ in cash (the "Purchase Price"). In the event the Purchased Shares
have an aggregate market value of less than 1.667 times the Purchase Price on
the date immediately preceding the effective date of the registration statement
which has been filed with respect to such shares hereafter, the Purchaser shall
be issued an additional amount of shares of Common Stock in such amount as is
sufficient to result in the total amount of shares of Common Stock issued to the
Purchaser pursuant to the terms of this Agreement having a market value of 1.667
times the Purchase Price on such date; and
WHEREAS, the parties desire that following the date hereof that the Company
shall use its best efforts to register the Registration Shares;
NOW, THEREFORE, in order to induce INVESTOR to enter into the Stock
Purchase Agreement and to early out the transactions contemplated thereunder,
and for other and further valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, the parties hereto, intending to be legally
bound, do hereby covenant and agree as follows:
1. Commitment to Register the Registrable Shares. The Company hereby agrees
to use its best efforts to register, on Form SB-2 (or the appropriate form) the
Registrable Shares and to commence such process immediately following the
Closing Date (as such term is defined in the Stock Purchase Agreement).
2. Expenses. All expenses of registration and offering shall be borne by
the Company, except for the fees of any special counsel retained by INVESTOR.
3. Provision of Information. Notwithstanding any other provision of this
Agreement, the Company shall not be required to make, file for or cause to
become effective any Registration pursuant to this Agreement unless and until
INVESTOR shall have provided the Company with all material facts concerning
INVESTOR required pursuant to applicable securities law and regulations to be
stated in said Registration statement or in any prospectus, offering circular
or other disclosure document required by law to be filed, distributed or
otherwise used in connection therewith (the "Registration Statement") and
requested by the Company or its legal counsel.
4. Indemnification of Company. In the event that the Company registers any
of the Registrable Shares, INVESTOR will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the
Registration Statement, each underwriter, and each person, if any, who controls
the Company or such underwriter, from and against any and all losses, claims,
damages, expenses or liabilities, joint or several, to which they or any of them
REGISTRATION RIGHTS AGREEMENT
may become subject under applicable securities law, and, except as hereinafter
provided, will reimburse the Company and each such director, officer,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them or any of them in connection with investigating or defending
any actions, whether or not resulting in any liability, insofar as such losses,
claims, damages, expenses, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, (or the Registration Statement as from time to time
amended or supplemented) 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 in order to make the statements therein not misleading, but only
insofar as any such statement or omission was made in reliance upon and in
conformity with information furnished to the Company by INVESTOR expressly for
use therein, and confirmed in writing by INVESTOR or the Company or any agent or
attorney thereof. Promptly after receipt of notice of the commencement of any
action in respect of which indemnity may be sought against INVESTOR, the party
seeking indemnification hereunder will notify INVESTOR in writing of the
commencement thereof, and INVESTOR shall, subject to the provisions hereinafter
stated, assume the defense of such action (including the employment of counsel,
who shall be counsel satisfactory to the Company) and the payment of expenses
insofar as such action shall relate to the alleged liability in respect of which
indemnity may be sought against INVESTOR. The Company and each such director,
officer, underwriter or controlling person shall have the right to employ
separate counsel in any such action and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the Company's sole
expenses. INVESTOR shall not be liable to indemnify any person for any
settlement of any such action effected without its consent.
5. Indemnification of INVESTOR. In the event that the Company Registers any
of the Registrable Shares, the Company shall indemnify and hold harmless
INVESTOR, its officers and directors, and each underwriter of such of the
Registrable Shares (including any broker or dealer through whom such of the
shares may be sold) and each person, if any, who controls INVESTOR, from and
against any and all losses, claims, damages, expenses or liabilities, joint or
several, to which they or any of them become subject under applicable securities
law, and, except as hereinafter provided, will reimburse INVESTOR and each of
the underwriters and each such controlling person, if any, for any legal or
other expenses reasonably incurred by them or any of them in connection with
investigating or defending any actions, whether or not resulting in any
liability, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or the
Registration Statement as from time to time amended or supplement) 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 in order to make the
statements therein not misleading, unless such untrue statement or omission was
made in such Registration Statement (or a supplemented or amended version
thereof) in reliance upon and in conformity with information furnished in
connection therewith by INVESTOR or any underwriter expressly for use therein.
Promptly after receipt by INVESTOR or any person controlling any of them of
notice of the commencement of any action in respect of which indemnity may be
sought against the Company, INVESTOR or such underwriter or such controlling
person, as the case may be, will notify the Company in writing of the
commencement thereof, and, subject to the provisions hereinafter stated, the
Company shall assume the defense of such action (including the employment of
counsel, who shall be counsel satisfactory to INVESTOR or such underwriter or
2
REGISTRATION RIGHTS AGREEMENT
controlling person, as the case may be, and the payment of all expenses) insofar
as such action shall relate to any alleged liability in respect of which
indemnity may be sought against the Company. INVESTOR or any underwriter or any
such controlling person shall have the right to employ separate counsel in any
such action and to participate in the defense thereof but the fees and expenses
of such counsel shall be at INVESTOR's sole expense. The Company shall not be
liable to indemnify any person for any settlement of any such action effected
without the Company's consent.
6. Notices. Notices hereunder shall be given as follows:
In the case of notice to INVESTOR, to:
Mr. _________________, Title
Company
Address 1
Address 2
with a copy to:
and in the case of notice to the Company, to:
Xxxxxx X. Xxxxxx, President
Sparta Surgical Corporation
0000 Xxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
with a copy to:
Xxxx X. Xxxxxxxxxxx, Esq.
Peabody & Xxxxxx, LLP
00 Xxxxx Xxxxx
Xxxxxx, XX 00000
or to such other addresses as to which the parties may subsequently notify each
other in writing. All notices hereunder shall be in writing, and shall be deemed
to have been given at the date of actual receipt, or when actual delivery to
such address has been confirmed in writing by an unaffiliated delivery service.
The party responsible for giving notice under any provision of this Agreement
shall bear all expenses and fees incurred in connection therewith.
7. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Delaware.
3
REGISTRATION RIGHTS AGREEMENT
8. Amendments; Waivers. Changes, amendments or modification in or
additions to of any provision under or of this Agreement may be made only by a
written instrument executed by the parties thereto. Waivers must be by written
instrument executed by the party to be bound thereby.
9. Captions. Captions are for convenience only and shall not be deemed to
be a part of this Agreement, nor shall be taken into any consideration in the
interpretation hereof.
10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but which taken
together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the day and year first above written.
SPARTA SURGICAL CORPORATION
By:
-----------------------------------------
Xxxxxx X. Xxxxxx, Chairman of the Board
President and CEO
By:
-----------------------------------------
Signature
4
