REGISTRATION RIGHTS AGREEMENT
Exhibit 10.92
This
REGISTRATION RIGHTS AGREEMENT (the
“Agreement”), dated as of August 23, 2019 (the
“Execution Date”), is entered into by and
between NaturalShrimp Incorporated., a
Nevada corporation with its principal executive office at
0000 Xxxxxxxx Xx., Xxxxx 0000, Xxxxxxx, XX 00000 (the “Company”), and GHS Investments LLC, a
Nevada limited liability company, with offices at 000 Xxxxxxx
Xxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000
(the“Investor”).
RECITALS:
WHEREAS,
the parties desire to terminate that
certain Equity Financing Agreement and Registration Rights
Agreement dated August 21, 2018;
WHEREAS, pursuant to the Equity Financing
Agreement entered into by and between the Company and the Investor
as of this even date (the “Equity Financing Agreement”), the
Company has agreed to issue and sell to the Investor an
indeterminate number of shares of the Company’s common stock,
par value $0.0001 per share
(the “Common
Stock”), up to an aggregate purchase price of Eleven
Million Dollars
($11,000,000);
WHEREAS, as an
inducement to the Investors to execute and deliver the Equity
Financing Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended,
and the rules and regulations thereunder, or any similar successor
statute (collectively, the “1933 Act”), and applicable state
securities laws, with respect to the shares of Common Stock
issuable pursuant to the Equity Financing Agreement.
NOW
THEREFORE, in consideration of the foregoing promises and the
mutual covenants contained hereinafter and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investor hereby agree as
follows:
SECTION I
DEFINITIONS
As used
in this Agreement, the following terms shall have the following
meanings:
“Execution
Date” shall have the meaning set forth in the
preambles.
“Investor”
shall have the meaning set forth in the preambles.
“Person”
means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental
agency.
“Potential
Material Event” means any of the following: (i) the
possession by the Company of material information not ripe for
disclosure in the Registration Statement, which shall be evidenced
by determinations in good faith by the Board of Directors of the
Company that disclosure of such information in the Registration
Statement would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company
which would, in the good faith determination of the Board of
Directors of the Company, be adversely affected by disclosure in
the Registration Statement at such time, which determination shall
be accompanied by a good faith determination by the Board of
Directors of the Company that the Registration Statement would be
materially misleading absent the inclusion of such
information.
“Register,”
“Registered,”
and “Registration” refer to the
Registration effected by preparing and filing one (1) or more
Registration Statements in compliance with the 1933 Act and
pursuant to Rule 415 under the 1933 Act or any successor rule
providing for offering securities on a continuous basis
(“Rule 415”), and the declaration or ordering of
effectiveness of such Registration Statement(s) by the United
States Securities and Exchange Commission (the
“SEC”).
“Registrable
Securities” means (i) the shares of Common Stock
issued or issuable pursuant to the Equity Financing Agreement, and
(ii) any shares of capital stock issued or issuable with respect to
such shares of Common Stock, if any, as a result of any stock
split, stock dividend, recapitalization, exchange or similar event
or otherwise, which have not been (x) included in the Registration
Statement that has been declared effective by the SEC, or (y) sold
under circumstances meeting all of the applicable conditions of
Rule 144 (or any similar provision then in force) under the 1933
Act.
“Registration
Statement” means the registration statement of the
Company filed under the 1933 Act covering the Registrable
Securities.
“Registered Offering Transaction
Documents” shall mean
this Agreement and the Equity Financing Agreement between the
Company and the Investor as of the date hereof.
All
capitalized terms used in this Agreement and not otherwise defined
herein shall have the same meaning ascribed to them as in the
Equity Financing Agreement.
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SECTION II
REGISTRATION
2.1 The Company shall, within thirty (30)
calendar days upon the date of execution of this Agreement, use its
best efforts to file with the SEC a Registration Statement or
Registration Statements (as is necessary) on Form S-1 (or, if such
form is unavailable for such a registration, on such other form as
is available for such registration), covering the resale of all of
the Registrable Securities, which Registration Statement(s) shall
state that, in accordance with Rule 416 promulgated under the 1933
Act, such Registration Statement also covers such indeterminate
number of additional shares of Common Stock as may become issuable
upon stock splits, stock dividends or similar transactions. The
Company shall initially register for resale all of the Registrable
Securities which would be issuable on the date preceding the filing
of the Registration Statement based on the closing bid price of the
Company’s Common Stock on such date and the amount reasonably
calculated that represents Common Stock issuable to other parties
as set forth in the Equity Financing Agreement except to the extent
that the SEC requires the share amount to be reduced as a condition
of effectiveness.
2.2 The Company shall use all
commercially reasonable efforts to have the Registration
Statement(s) declared effective by the SEC within thirty (30)
calendar days, but no more than ninety (90) calendar days after the
Company has filed the registration statement.
2.3 The Company agrees not to include any
other securities in the Registration Statement covering the
Registrable Securities without Investor’s prior written
consent which Investor may withhold in its sole discretion.
Furthermore, the Company agrees that it will not file any other
Registration Statement for other securities, until thirty calendar
days after the Registration Statement for the Registrable
Securities is declared effective by the SEC.
2.4 Notwithstanding the registration
obligations set forth in this Section 2.1, if the staff of the SEC
(the “Staff”) or
the SEC informs the Company that all of the unregistered
Registrable Securities cannot, as a result of the application of
Rule 415, be registered for resale as a secondary offering on a
single Registration Statement, the Company agrees to promptly (i)
inform each of the holders thereof and use its commercially
reasonable efforts to file amendments to the Registration Statement
as required by the SEC and/or (ii) withdraw the Registration
Statement and file a new registration statement (the
“New Registration
Statement”), in either case covering the maximum
number of Registrable Securities permitted to be registered by the
SEC, on Form S-1 to register for resale the Registrable Securities
as a secondary offering. If the Company amends the Registration
Statement or files a New Registration Statement, as the case may
be, under clauses (i) or (ii) above, the Company will use its
commercially reasonable efforts to file with the SEC, as promptly
as allowed by the Staff or SEC, one or more registration statements
on Form S-1 to register for resale those Registrable Securities
that were not registered for resale on the Registration Statement,
as amended, or the New Registration Statement (each, an
“Additional Registration
Statement”).
SECTION III
RELATED OBLIGATIONS
At such
time as the Company is obligated to prepare and file the
Registration Statement with the SEC pursuant to Section 2, the
Company will affect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and,
with respect thereto, the Company shall have the following
obligations:
3.1 The Company shall use all
commercially reasonable efforts to cause such Registration
Statement relating to the Registrable Securities to become
effective and shall keep such Registration Statement effective
until the earlier to occur of the date on which (A) the Investor
shall have sold all the Registrable Securities; or (B) the Investor
has no right to acquire any additional shares of Common Stock under
the Equity Financing Agreement (the “Registration Period”).
The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they
were made, not misleading. The Company shall use all commercially
reasonable efforts to respond to all SEC comments within ten (10)
business days from receipt of such comments by the Company. The
Company shall use all commercially reasonable efforts to cause the
Registration Statement relating to the Registrable Securities to
become effective no later than three (3) business days after notice
from the SEC that the Registration Statement may be declared
effective. The Investor agrees to provide all information which is
required by law to provide to the Company, including the intended
method of disposition of the Registrable Securities, and the
Company’s obligations set forth above shall be conditioned on
the receipt of such information.
3.2 The Company shall prepare and file
with the SEC such amendments (including post-effective amendments)
and supplements to the Registration Statement and the prospectus
used in connection with such Registration Statement, which
prospectus is to be filed pursuant to Rule 424 promulgated under
the 1933 Act, as may be necessary to keep such Registration
Statement effective during the Registration Period, and, during
such period, comply with the provisions of the 1933 Act with
respect to the disposition of all Registrable Securities of the
Company covered by such Registration Statement until such time as
all of such Registrable Securities shall have been disposed of in
accordance with the intended methods of disposition by the Investor
thereof as set forth in such Registration Statement. In the event
the number of shares of Common Stock covered by the Registration
Statement filed pursuant to this Agreement is at any time
insufficient to cover all of the Registrable Securities, the
Company shall amend such Registration Statement, or file a new
Registration Statement (on the short form available therefor, if
applicable), or both, so as to cover all of the Registrable
Securities, in each case, as soon as practicable, but in any event
within thirty (30) calendar days after the necessity therefor
arises (based on the then Purchase Price of the Common Stock and
other relevant factors on which the Company reasonably elects to
rely), assuming the Company has sufficient authorized shares at
that time, and if it does not, within thirty (30) calendar days
after such shares are authorized. The Company shall use
commercially reasonable efforts to cause such amendment and/or new
Registration Statement to become effective as soon as practicable
following the filing thereof.
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3.3 The Company shall make available to
the Investor whose Registrable Securities are included in any
Registration Statement and its legal counsel without charge (i)
promptly after the same is prepared and filed with the SEC at least
one (1) copy of such Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, the
prospectus included in such Registration Statement (including each
preliminary prospectus) and, with regards to such Registration
Statement(s), any correspondence by or on behalf of the Company to
the SEC or the staff of the SEC and any correspondence from the SEC
or the staff of the SEC to the Company or its representatives; (ii)
upon the effectiveness of any Registration Statement, the Company
shall make available copies of the prospectus, via XXXXX, included
in such Registration Statement and all amendments and supplements
thereto; and (iii) such other documents, including copies of any
preliminary or final prospectus, as the Investor may reasonably
request from time to time to facilitate the disposition of the
Registrable Securities.
3.4 The Company shall use commercially
reasonable efforts to (i) register and qualify the Registrable
Securities covered by the Registration Statement under such other
securities or “blue sky” laws of such states in the
United States as the Investor reasonably requests; (ii) prepare and
file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period; (iii) take
such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section
3.4, or (y) subject itself to general taxation in any such
jurisdiction. The Company shall promptly notify the Investor who
holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under
the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such
purpose.
3.5 As promptly as practicable after
becoming aware of such event, the Company shall notify Investor in
writing of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission
to state 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 (“Registration Default”)
and use all diligent efforts to promptly prepare a supplement or
amendment to such Registration Statement and take any other
necessary steps to cure the Registration Default (which, if such
Registration Statement is on Form S-3, may consist of a document to
be filed by the Company with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be
incorporated by reference in the prospectus) to correct such untrue
statement or omission, and make available copies of such supplement
or amendment to the Investor. The Company shall also promptly
notify the Investor (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when the
Registration Statement or any post-effective amendment has become
effective (the Company will prepare notification of such
effectiveness which shall be delivered to the Investor on the same
day of such effectiveness and by overnight mail), additionally, the
Company will promptly provide to the Investor, a copy of the
effectiveness order prepared by the SEC once it is received by the
Company; (ii) of any request by the SEC for amendments or
supplements to the Registration Statement or related prospectus or
related information, (iii) of the Company’s reasonable
determination that a post-effective amendment to the Registration
Statement would be appropriate, (iv) in the event the Registration
Statement is no longer effective, or (v) if the Registration
Statement is stale as a result of the Company’s failure to
timely file its financials or otherwise
3.6 The Company shall use all
commercially reasonable efforts to prevent the issuance of any stop
order or other suspension of effectiveness of the Registration
Statement, or the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction and, if such an
order or suspension is issued, to obtain the withdrawal of such
order or suspension at the earliest possible moment and to notify
the Investor holding Registrable Securities being sold of the
issuance of such order and the resolution thereof or its receipt of
actual notice of the initiation or threat of any proceeding
concerning the effectiveness of the registration
statement.
3.7 The Company shall permit the Investor
and one (1) legal counsel, designated by the Investor, to review
and comment upon the Registration Statement and all amendments and
supplements thereto at least one (1) calendar day prior to their
filing with the SEC. However, any postponement of a filing of a
Registration Statement or any postponement of a request for
acceleration or any postponement of the effective date or
effectiveness of a Registration Statement by written request of the
Investor (collectively, the “Investor’s Delay”)
shall not act to trigger any penalty of any kind, or any cash
amount due or any in-kind amount due the Investor from the Company
under any and all agreements of any nature or kind between the
Company and the Investor. The event(s) of an Investor’s Delay
shall act to suspend all obligations of any kind or nature of the
Company under any and all agreements of any nature or kind between
the Company and the Investor.
3.8 At the request of the Investor, the
Company’s counsel shall furnish to the Investor, within two
(2) business days, an opinion letter confirming the effectiveness
of the registration statement. Such opinion letter shall be issued
as of the date of the effectiveness of the registration statement,
in a form suitable to the Investor.
3.9 The Company shall hold in confidence
and not make any disclosure of information concerning the Investor
unless (i) disclosure of such information is necessary to comply
with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or
omission in any Registration Statement, or (iii) the release of
such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction. The Company agrees that it shall, upon learning that
disclosure of such information concerning the Investor is sought in
or by a court or governmental body of competent jurisdiction or
through other means, give prompt written notice to the Investor and
allow the Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a
protective order covering such information.
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3.10 The Company shall use all
commercially reasonable efforts to maintain designation and
quotation of all the Registrable Securities covered by any
Registration Statement on the Principal Market. If, despite the
Company’s commercially reasonable efforts, the Company is
unsuccessful in satisfying the preceding sentence, it shall use
commercially reasonable efforts to cause all the Registrable
Securities covered by any Registration Statement to be listed on
each other national securities exchange and automated quotation
system, if any, on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of
such Registrable Securities is then permitted under the rules of
such exchange or system. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this
Section 3.10.
3.11 The Company shall cooperate with the
Investor to facilitate the prompt preparation and delivery the
Registrable Securities to be offered pursuant to the Registration
Statement and enable such Registrable Securities to be in such
denominations or amounts, as the case may be, as the Investor may
reasonably request.
3.12 The Company shall provide a transfer
agent for all the Registrable Securities not later than the
effective date of the first Registration Statement filed pursuant
hereto.
3.13 If requested by the Investor, the
Company shall (i) as soon as reasonably practical incorporate in a
prospectus supplement or post-effective amendment such information
as the Investor reasonably determines should be included therein
relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the
offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or
post-effective amendment as soon as reasonably possible after being
notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; and (iii) supplement or
make amendments to any Registration Statement if reasonably
requested by the Investor.
3.14 The Company shall use all
commercially reasonable efforts to cause the Registrable Securities
covered by the applicable Registration Statement to be registered
with or approved by such other governmental agencies or authorities
as may be necessary to facilitate the disposition of such
Registrable Securities.
3.15 The Company shall otherwise use all
commercially reasonable efforts to comply with all applicable rules
and regulations of the SEC in connection with any registration
hereunder.
3.16 Within three (3) business day after
the Registration Statement which includes Registrable Securities is
declared effective by the SEC, the Company shall deliver to the
transfer agent for such Registrable Securities, with copies to the
Investor, confirmation that such Registration Statement has been
declared effective by the SEC.
3.17 The Company shall take all other
reasonable actions necessary to expedite and facilitate disposition
by the Investor of Registrable Securities pursuant to the
Registration Statement.
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SECTION IV
OBLIGATIONS OF THE INVESTOR
4.1 At least five (5) calendar days prior
to the first anticipated filing date of the Registration Statement,
the Company shall notify the Investor in writing of the information
the Company requires from the Investor for the Registration
Statement. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement
with respect to the Registrable Securities and the Investor agrees
to furnish to the Company that information regarding itself, the
Registrable Securities and the intended method of disposition of
the Registrable Securities as shall reasonably be required to
effect the registration of such Registrable Securities and the
Investor shall execute such documents in connection with such
registration as the Company may reasonably request. The Investor
covenants and agrees that, in connection with any sale of
Registrable Securities by it pursuant to the Registration
Statement, it shall comply with the “Plan of
Distribution” section of the then current prospectus relating
to such Registration Statement.
4.2 The Investor, by its acceptance of
the Registrable Securities, agrees to cooperate with the Company as
reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder,
unless the Investor has notified the Company in writing of an
election to exclude all of the Investor’s Registrable
Securities from such Registration Statement.
4.3 The Investor agrees that, upon
receipt of written notice from the Company of the happening of any
event of the kind described in Section 3.6 or the first sentence of
3.5, the Investor will immediately discontinue disposition of
Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until the Investor’s
receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3.6 or the first sentence of
3.5.
SECTION V
EXPENSES OF REGISTRATION
All
legal expenses, other than underwriting discounts and commissions
and other than as set forth in the Equity Financing Agreement,
incurred in connection with registrations including comments,
filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications
fees, and printing fees shall be paid by the Company.
SECTION VI
INDEMNIFICATION
In the
event any Registrable Securities are included in the Registration
Statement under this Agreement:
6.1 To the fullest extent permitted by
law, the Company, under this Agreement, will, and hereby does,
indemnify, hold harmless and defend the Investor who holds
Registrable Securities, the directors, officers, partners,
employees, counsel, agents, representatives of, and each Person, if
any, who controls, any Investor within the meaning of the 1933 Act
or the Securities Exchange Act of 1934, as amended (the
“1934 Act”)
(each, an “Indemnified
Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs,
attorneys’ fees, amounts paid in settlement or expenses,
joint or several (collectively, “Claims”), incurred in
investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or
other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an indemnified party is or may be a
party thereto (“Indemnified
Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are
based upon: (i) any untrue statement or alleged untrue statement of
a material fact in the Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other
“blue sky” laws of any jurisdiction in which the
Investor has requested in writing that the Company register or
qualify the Shares (“Blue Sky
Filing”), or the omission or alleged omission to state
a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which
the statements therein were made, not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained
in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not
misleading, or (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the
Registrable Securities pursuant to the Registration Statement (the
matters in the foregoing clauses (I) through (iii) being,
collectively, “Violations”). Subject to the
restrictions set forth in Section 6.3 the Company shall reimburse
the Investor and each such controlling person, promptly as such
expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6.1: (I) shall
not apply to a Claim arising out of or based upon a Violation which
is due to the inclusion in the Registration Statement of the
information furnished to the Company by any Indemnified Person
expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement
thereto; (ii) shall not be available to the extent such Claim is
based on (a) a failure of the Investor to deliver or to cause to be
delivered the prospectus made available by the Company or (b) the
Indemnified Person’s use of an incorrect prospectus despite
being promptly advised in advance by the Company in writing not to
use such incorrect prospectus; (iii) any claims based on the manner
of sale of the Registrable Securities by the Investor or of the
Investor’s failure to register as a dealer under applicable
securities laws; (iv) any omission of the Investor to notify the
Company of any material fact that should be stated in the
Registration Statement or prospectus relating to the Investor or
the manner of sale; and (v) any amounts paid in settlement of any
Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the resale of the Registrable
Securities by the Investor pursuant to the Registration
Statement.
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6.2 In connection with any Registration
Statement in which Investor is participating, the Investor agrees
to severally and jointly indemnify, hold harmless and defend, to
the same extent and in the same manner as is set forth in Section
6.1, the Company, each of its directors, each of its officers who
signs the Registration Statement, each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act and
the Company’s agents (collectively and together with an
Indemnified Person, an “Indemnified Party”), against any
Claim or Indemnified Damages to which any of them may become
subject, under the 1933 Act, the 1934 Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or are based upon
any Violation, in each case to the extent, and only to the extent,
that such Violation is due to the inclusion in the Registration
Statement of the written information furnished to the Company by
the Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6.3, the Investor will reimburse
any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Claim;
provided, however, that the
indemnity agreement contained in this Section 6.2 and the agreement
with respect to contribution contained in Section 7 shall not apply
to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall only be liable under this Section
6.2 for that amount of a Claim or Indemnified Damages as does not
exceed the net proceeds to such Investor as a result of the sale of
Registrable Securities pursuant to such Registration Statement.
Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such Indemnified Party
and shall survive the resale of the Registrable Securities by the
Investor pursuant to the Registration Statement. Notwithstanding
anything to the contrary contained herein, the indemnification
agreement contained in this Section 6.2 with respect to any
preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus were corrected on a
timely basis in the prospectus, as then amended or supplemented.
This indemnification provision shall apply separately to each
Investor and liability hereunder shall not be joint and
several.
6.3 Promptly after receipt by an
Indemnified Person or Indemnified Party under this Section 6 of
notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under
this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and
expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the Indemnified Person or
Indemnified Party, the representation by counsel of the Indemnified
Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other
party represented by such counsel in such proceeding. The
indemnifying party shall pay for only one (1) separate legal
counsel for the Indemnified Persons or the Indemnified Parties, as
applicable, and such counsel shall be selected by the Investor, if
the Investor is entitled to indemnification hereunder, or the
Company, if the Company is entitled to indemnification hereunder,
as applicable. The Indemnified Party or Indemnified Person shall
cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the
indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or Claim. The
indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any
action, claim or proceeding affected without its written consent,
provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such Claim. Following
indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or
Indemnified Person with respect to all third parties, firms or
corporations relating to the matter for which indemnification has
been made. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any
liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is
prejudiced in its ability to defend such action.
6.4 The indemnity agreements contained
herein shall be in addition to (I) any cause of action or similar
right of the Indemnified Party or Indemnified Person against the
indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the
law.
SECTIONVII
CONTRIBUTION
7.1 To the extent any indemnification by
an indemnifying party is prohibited or limited by law, the
indemnifying party agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be liable under
Section 6 to the fullest extent permitted by law; provided,
however, that: (I) no contribution shall be made under
circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6;
(ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 0000
Xxx) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of fraudulent
misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount
of proceeds received by such seller from the sale of such
Registrable Securities.
6
SECTION VIII
REPORTS UNDER THE 1934 ACT
8.1 With a view to making available to
the Investor the benefits of Rule 144 promulgated under the 1933
Act or any other similar rule or regulation of the SEC that may at
any time permit the Investor to sell securities of the Company to
the public without registration (“Rule 144”), provided
that the Investor holds any Registrable Securities are eligible for
resale under Rule 144, the Company agrees to:
a.
make and keep
adequate current public information available, as those terms are
understood and defined in Rule 144;
b.
file with the SEC
in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company
remains subject to such requirements (it being understood that
nothing herein shall limit the Company’s obligations under
Section 5(c) of the Equity Financing Agreement) and the filing of
such reports and other documents is required for the applicable
provisions of Rule 144; and
c.
furnish to the
Investor, promptly upon request, (I) a written statement by the
Company that it has complied with the reporting requirements of
Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Investor
to sell such securities pursuant to Rule 144 without
registration.
SECTION X
MISCELLANEOUS
9.1 NOTICES. Any notices or other
communications required or permitted to be given under the terms of
this Agreement that must be in writing will be deemed to have been
delivered (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided a confirmation of
transmission is mechanically or electronically generated and kept
on file by the sending party); or (iii) one (1) day after deposit
with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall
be:
|
If to
the Company:
|
NaturalShrimp
Incorporated
|
|
|
0000
Xxxxxxxx Xx., Xxxxx 0000
|
|
|
Xxxxxxx,
XX 00000
|
|
|
|
|
With a
copy to:
|
Lucosky
Xxxxxxxx LLP
|
|
|
000
Xxxx Xxxxxx Xxxxx, Xxxxx Xxxxx
|
|
|
Xxxxxxxxxx,
XX 00000
|
|
|
|
|
If to
the Investor:
|
GHS
Investments, LLC
|
|
|
000
Xxxxxxx Xxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000
|
Each
party shall provide five (5) business days prior notice to the
other party of any change in address, phone number or facsimile
number.
7
9.2 NO WAIVERS. Failure of any
party to exercise any right or remedy under this Agreement or
otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
9.3 NO ASSIGNMENTS. The rights and
obligations under this Agreement shall not be
assignable.
9.4 ENTIRE AGREEMENT/AMENDMENT.
This Agreement and the Registered Offering Transaction Documents
constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein and therein. This Agreement
and the Registered Offering Transaction Documents supersede all
prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof. The provisions of
this Agreement may be amended only with the written consent of the
Company and Investor.
9.5 HEADINGS. The headings in this
Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof. Whenever required by the
context of this Agreement, the singular shall include the plural
and masculine shall include the feminine. This Agreement shall not
be construed as if it had been prepared by one of the parties, but
rather as if all the parties had prepared the same.
9.6 COUNTERPARTS. This Agreement
may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts
shall constitute but one and the same instrument. This Agreement
may be executed by facsimile transmission, PDF, electronic
signature or other similar electronic means with the same force and
effect as if such signature page were an original
thereof.
9.7 FURTHER ASSURANCES. Each party
shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the
other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.
9.8 SEVERABILITY. In case any
provision of this Agreement is held by a court of competent
jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided,
if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining
provisions of this Agreement will not in any way be affected or
impaired thereby.
9.9 LAW GOVERNING THIS AGREEMENT.
This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada without regard to principles
of conflicts of laws. Any action brought by either party against
the other concerning the transactions contemplated by this
Agreement shall be brought only in the federal courts located in
New York City, New York. The parties to this Agreement hereby
irrevocably waive any objection to jurisdiction and venue of any
action instituted hereunder and shall not assert any defense based
on lack of jurisdiction or venue or based upon forum non conveniens.
The parties executing this
Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the
in personam jurisdiction of such courts and hereby irrevocably
waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney’s
fees and costs. In the event that any provision of this Agreement
or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may prove
invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or
proceeding in connection with this Agreement or any other
Registered Offering Transaction Documents by mailing a copy thereof
via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by
law.
9.10 NO THIRD PARTY BENEFICIARIES.
This Agreement is intended for the benefit of the parties hereto
and is not for the benefit of, nor may any provision hereof be
enforced by, any other person, except that the Company acknowledges
that the rights of the Investor may be enforced by its general
partner.
[Signature page follows]
8
Your
signature on this Signature Page evidences your agreement to be
bound by the terms and conditions of the Registration Rights
Agreement as of the date first written above. The undersigned
signatory hereby certifies that he has read and understands the
Registration Rights Agreement, and the representations made by the
undersigned in this Registration Rights Agreement are true and
accurate, and agrees to be bound by its terms.
GHS
INVESTMENTS, LLC
By:
_________________________________
Name:
Title:
Member
NATURALSHRIMP INCORPORATED
By:__________________________________
Name:
Xxxxxx Xxxxxxxxxx
Title:
President
[SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]
9
