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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. DEINITIONS.
(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
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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 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
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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
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
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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 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
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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 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.
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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"), 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.
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(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 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
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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 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.
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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 Securities in this
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
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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 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;
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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.
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(j) No Impairment. The Company agrees that it will not enter
into any agreement conferring registration rights on any other person that
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: --------------------------
Xxxxxxx Xxxxxx
President and Chief
Executive Officer
[additional signature pages follow]
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REGISTRATION RIGHTS AGREEMENT
SIGNATURE PAGE
FOR INDIVIDUAL INVESTORS
--------------------------------
Name of Purchaser
(Please print or type)
--------------------------------
Signature
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REGISTRATION RIGHTS AGREEMENT
SIGNATURE PAGE
FOR TRUST INVESTORS
-------------------------------
Name of Trust
(Please print or type)
By: ---------------------------
Trustee's Signature
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REGISTRATION RIGHTS AGREEMENT
SIGNATURE PAGE
FOR PARTNERSHIP INVESTORS
--------------------------------
Name of Partnership
(Please print or type)
By:
----------------------------
Signature of a
General Partner
By:
----------------------------
Signature of Additional
General Partner
(if required by
partnership agreement)
By:
---------------------------
Signature of Additional
General Partner
(if required by
partnership agreement)
16
-16-
REGISTRATION RIGHTS AGREEMENT
SIGNATURE PAGE
FOR CORPORATE INVESTORS
--------------------------------
Name of Corporation
(Please print or type)
By:
----------------------------
Name:
Title:
PPM-REG MARCH 5, 1997
