FORM OF REGISTRATION RIGHTS AGREEMENT
Exhibit
3
FORM
OF
This
Registration Rights Agreement, dated as of , 2007 (this
“Agreement”), between
Integrated
Environmental Technologies, Ltd., 0000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxxx,
XX 00000 (the “Company”), and those persons
or entities listed in the Subscription Agreement (each individually,
an “Investor”, and
collectively, the “Investors”).
Whereas,
upon the terms and subject to the conditions of the Subscription Agreement with
each Investor (individually, a “Subscription Agreement), the
Company has agreed to issue and sell to the Investor and the Investor have
agreed to purchase the shares of the Company’s Common Stock (the “Shares”) set forth opposite
their names in the Subscription Agreement; and
Whereas,
to induce the Investor to execute and deliver the Subscription Agreement, the
Company has agreed to provide, with respect to the Shares (the “Registrable Securities”),
certain registration rights under the Securities Act;
Now,
therefore, in consideration of the premises and the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
Definitions
(a) As
used in this Agreement, the following terms shall have the
meanings:
(i)
“Affiliate,”
of any specified Person means any other Person who directly, or indirectly
through one or more intermediaries, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of
this definition, control of a Person means the power, directly or indirectly, to
direct or cause the direction of the management and policies of such Person
whether by contract, securities, ownership or otherwise; and the terms “controlling” and “controlled” have the
respective meanings correlative to the foregoing.
(ii)
“Closing
Date” means the Termination Date (as such term is defined in the
Offering).
(iii) “Commission” means the
Securities and Exchange Commission.
(iv) “Current Market Price” on any
date of determination means the closing bid price of a share of the Common Stock
on such day as reported on the Pink Sheets, or, if such security is not listed
or admitted to trading on Pink Sheets, on the principal national security
exchange or quotation system on which such security is quoted or listed or
admitted to trading, or, if not quoted or listed or admitted to trading on any
national securities exchange or quotation system, the closing bid price of such
security on the over-the-counter market on the day in question as reported by
the National Quotation Bureau Incorporated, or a similar generally accepted
reporting service, or if not so available, in such manner as furnished by any
Nasdaq member firm of the National Association of Securities Dealers, Inc.
selected from time to time by the Board of Directors of the Company for that
purpose, or a price determined in good faith by the Board of Directors of the
Company as being equal to the fair market value thereof, as the case may
be.
A-1
Exhibit A
– Form of Registration Rights Agreement
(v)
“Effective
Date” means the date the Registration Statement is first declared
effective by the Commission.
(vi) “Effectiveness Period” shall be
the period two years after the Registration Statement is declared effective
under the Securities Act or such earlier date when all Registrable Securities
covered by such Registration Statement have been sold or may be sold without any
restriction pursuant to Rule 144 as determined by the counsel to the Company
pursuant to a written opinion letter, addressed to the Company's transfer agent
to such effect.
(vii) “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder, or any similar successor statute.
(viii) “Investors” means each of
Investors and any transferee or assignee of Registrable Securities who agrees to
become bound by all of the terms and provisions of this Agreement.
(ix) “Offering” means that certain
Subscription Agreement, dated as of June 15, 2004 relating to the sale of the
Registrable Securities.
(x)
“Person” means any individual,
partnership, corporation, limited liability company, joint stock company,
association, trust, unincorporated organization, or a government or agency or
political subdivision thereof.
(xi) “Prospectus” means the
prospectus (including, without limitation, any preliminary prospectus and any
final prospectus filed pursuant to Rule 424(b) under the Securities Act,
including any prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance on
Rule 430A under the Securities Act) included in the Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Registration Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such prospectus
and all documents filed after the date of such prospectus by the Company under
the Exchange Act and incorporated by reference therein.
(xii) “Public Offering” means an
offer registered with the Commission and the appropriate state securities
commissions by the Company of its Common Stock and made pursuant to the
Securities Act.
A-2
Exhibit A
– Form of Registration Rights Agreement
(xiii)
“Registrable Security”
means the (a) Units, (b) the Shares, (c) the Warrants, and (d) any securities
issued or issuable with respect to any of the foregoing by way of exchange,
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or
otherwise
(xiv) “Registration Statement” means
a registration statement of the Company filed on an appropriate form under the
Securities Act providing for the registration of, and the sale on a continuous
or delayed basis by the holders of, all of the Registrable Securities pursuant
to Rule 415 under the Securities Act, including the Prospectus contained therein
and forming a part thereof, any amendments to such registration statement and
supplements to such Prospectus, and all exhibits and other material incorporated
by reference in such registration statement and Prospectus.
(xv) “Restricted Security” means any
share of Common Stock issued pursuant to the terms of the Subscription Agreement
or exercise of the Warrants except any such share that (i) has been registered
pursuant to an effective registration statement under the Securities Act and
sold in a manner contemplated by the prospectus included in such registration
statement, (ii) has been transferred in compliance with the resale provisions of
Rule 144 under the Securities Act (or any successor provision thereto) or is
transferable pursuant to paragraph (k) of Rule 144 under the Securities Act (or
any successor provision thereto), or (iii) otherwise has been transferred and a
new share of Common Stock not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company.
(xvi) “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder, or any similar successor statute.
(b) All
capitalized terms used and not defined herein have the respective meaning
assigned to them in the Subscription Agreement.
1.
Registrable Securities. As to any particular
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (i) a Registration Statement has been declared
effective by the SEC and all such Registrable Securities have been sold pursuant
to a Registration Statement, (ii) such Registrable Securities have been sold
under circumstances under which all of the applicable conditions of Rule 144 are
met, (iii) such time as all such Registrable Securities have been otherwise
transferred to holders who may trade such shares without restriction under the
Securities Act, and the Company has delivered a new certificate or other
evidence of ownership for such securities not bearing a restrictive legend or
(iv) in the opinion of counsel to the Company acceptable to the Investor, all
such Registrable Securities may be sold without registration under the
Securities Act or the need for an exemption from any such registration
requirements and without any time, volume or manner limitations pursuant to Rule
144(k) (or any similar provision then in effect) under the Securities
Act.
A-3
Exhibit A
– Form of Registration Rights Agreement
2.
Restrictions on Transfer. The Investor
acknowledges and understands that in the absence of an effective Registration
Statement authorizing the resale of the Registrable Securities as provided
herein, the Registrable Securities are “restricted securities” as defined in
Rule 144 promulgated under the Act and certificates evidencing such shares shall
bear a restrictive legend. The Investor understands that no
disposition or transfer of the Registrable Securities may be made by the
Investor in the absence of (i) an opinion of counsel to the Investor, in form
and substance reasonably satisfactory to the Company, that such transfer may be
made without registration under the Securities Act or (ii) such
registration.
With a
view to making available to the Investor the benefits of Rule 144 under the
Securities Act (“Rule 144”) or any other similar rule or regulation of the
Commission that may at any time permit the Investor to sell securities of the
Company to the public without registration, the Company agrees to:
|
|
(a)
|
comply
with the provisions of paragraph (c)(1) of Rule 144;
and
|
|
|
(b)
|
file
with the Commission in a timely manner all reports and other documents
required to be filed by the Company pursuant to Section 13 or 15(d) under
the Exchange Act; and, if at any time it is not required to file such
reports but in the past had been required to or did file such reports, it
will, upon the request of the Investor, make available other information
as required by, and so long as necessary to permit sales of, its
Registrable Securities pursuant to Rule
144.
|
3.
Registration Rights With Respect to the Registrable
Securities.
|
|
(a)
|
The
Company shall use its best efforts to cause the Registration Statement to
become effective within five (5) days of SEC clearance and will within
said five (5) days request acceleration of effectiveness. The Company will
notify the Investor of the effectiveness of the Registration Statement
within five (5) Trading Days of such
event.
|
|
|
(b)
|
The
Company will maintain the Registration Statement or post-effective
amendment filed under this Section 3 effective under the Securities Act
until the earliest of (i) the date that none of the Registrable Securities
are or may become issued and outstanding, (ii) the date that all of the
Securities have been sold pursuant to the Registration Statement, (iii)
the date the holders thereof receive an opinion of counsel to the Company,
which counsel shall be reasonably acceptable to the Investor, that the
Registrable Securities may be sold under the provisions of Rule 144
without limitation as to volume, (iv) all Registrable Securities have been
otherwise transferred to persons who may trade such shares without
restriction under the Securities Act, and the Company has delivered a new
certificate or other evidence of ownership for such securities not bearing
a restrictive legend, or (v) all Registrable Securities may be sold
without any time, volume or manner limitations pursuant to Rule 144(k) or
any similar provision then in effect under the Securities Act in the
opinion of counsel to the Company, which counsel shall be reasonably
acceptable to the Investor.
|
A-4
Exhibit A
– Form of Registration Rights Agreement
|
|
(d)
|
All
fees, disbursements and out-of-pocket expenses and costs incurred by the
Company in connection with the preparation and filing of a Registration
Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including, without limitation, all
attorneys’ fees of the Company) shall be borne by the
Company. The Investor shall bear the cost of underwriting
and/or brokerage discounts, fees and commissions, if any, applicable to
the Securities being registered and the fees and expenses of its
counsel. The Company shall qualify any of the securities for
sale in such states as the Investor reasonably designates and shall
furnish indemnification in the manner provided in Section 6 below.
However, the Company shall not be required to qualify in any state which
will require an escrow or other restriction relating to the Company and/or
the sellers, or which will require the Company to qualify to do business
in such state or require the Company to file therein any general consent
to service of process. The Company at its expense will supply the Investor
with copies of the Registration Statement and the prospectus included
therein and other related documents in such quantities as may be
reasonably requested by the
Investor.
|
|
|
(e)
|
If
at any time or from time to time after the effective date of the
Registration Statement, the Company notifies the Investor in writing of
the existence of a Potential Material Event (as defined in Section 3(e)
below) (the “Blackout Notice”), the Investor upon receipt of such notice
shall not offer or sell any Registrable Securities or engage in any other
transaction involving or relating to Registrable Securities from the time
of the Blackout Notice until the Investor receives written notice from the
Company that such Potential Material Event either has been disclosed to
the public or no longer constitutes a Potential Material Event; provided, however, that
the Company may not so suspend the right to such holders of Registrable
Securities for more than a thirty (30) business day
period, with at least a ten (10) business day interval between
such periods, during the periods the Registration Statement is required to
be in effect. If a Potential Material Event shall occur prior
to the date a Registration Statement is filed, then the Company’s
obligation to file the Registration Statement shall be delayed without
penalty for not more than sixty (60) calendar
days.
|
|
|
(f)
|
For
purposes of Section 3(e), “Potential Material Event” means any of the
following: (a) the possession by the Company of material information the
disclosure of which in the Registration Statement would be detrimental to
the business and affairs of the Company; or (b) any material engagement or
activity by the Company which would, in the good faith determination of
the Chief Executive Officer or the Board of Directors of the Company, be
adversely affected by disclosure in a registration statement at such time,
which determination shall be accompanied by a good faith determination by
the Chief Executive Officer or the Board of Directors of the Company that
the Registration Statement would be materially misleading absent the
inclusion of such information.
|
A-5
Exhibit A
– Form of Registration Rights Agreement
4.
Cooperation with Company. The Investor
will cooperate with the Company in all respects in connection with this
Agreement, including supplying on a timely basis all information reasonably
requested by the Company (which shall include all information regarding the
Investor and proposed manner of sale of the Registrable Securities required to
be disclosed in the Registration Statement) and executing and returning all
documents reasonably requested in connection with the registration and sale of
the Registrable Securities and entering into and performing its obligations
under any underwriting agreement, if the offering is an underwritten offering,
in usual and customary form, with the managing underwriter or underwriters of
such underwritten offering. The Investor shall consent to be named as
an underwriter in the Registration Statement. The Investor
acknowledges that in accordance with current SEC policy, the Investor will be
named as an underwriter of the Securities in the Registration
Statement.
5.
Registration Procedures. If and whenever
the Company is required by any of the provisions of this Agreement to effect the
registration of any of the Registrable Securities under the Act, the Company
shall (except as otherwise provided in this Agreement), as expeditiously as
possible, subject to the Investor’s assistance and cooperation as reasonably
required:
|
|
(a)
|
prepare
and file with the SEC a Registration Statement and the prospectus used in
connection therewith and such amendments and supplements thereto as may be
required under the Securities Act or as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all
securities covered by such registration statement whenever the Investor of
such Registrable Securities shall desire to sell or otherwise dispose of
the same and (ii) take all lawful action such that each of (A) the
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an 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, not misleading and (B) the Prospectus forming part of
the Registration Statement, and any amendment or supplement thereto, does
not at any time during the Registration Period include an 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 under which they were made, not
misleading.
|
|
|
(b)
|
furnish
to the Investor such numbers of copies of a prospectus including a
preliminary prospectus or any amendment or supplement to any prospectus,
as applicable, in conformity with the requirements of the Act, and such
other documents, as the Investor may reasonably request in order to
facilitate the public sale or other disposition of the securities owned by
the Investor;
|
|
|
(c)
|
register
and qualify the Registrable Securities covered by a Registration Statement
under all applicable blue sky laws (subject to the limitations set forth
in Section 3(c) above), and do any and all other acts and things which may
be reasonably necessary or advisable to enable the Investor to consummate
the public sale or other disposition in such jurisdiction of the
securities owned by the Investor, except that the Company shall not for
any such purpose be required to qualify to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified or to file
therein any general consent to service of
process;
|
A-6
Exhibit A
– Form of Registration Rights Agreement
|
|
(d)
|
notify
the Investor at any time when a prospectus relating thereto covered by the
Registration Statement is required to be delivered under the Act, of the
happening of any event of which it has knowledge 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 omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and the Company shall prepare and file a curative amendment
under Section 5(a) as quickly as commercially
possible;
|
|
|
(e)
|
as
promptly as practicable after becoming aware of such event, notify the
Investor who holds Registrable Securities being sold (or, in the event of
an underwritten offering, the managing underwriters) of the issuance by
the Commission or any state authority of any stop order or other
suspension of the effectiveness of the Registration Statement at the
earliest possible time and take all lawful action to effect the
withdrawal, recession or removal of such stop order or other
suspension;
|
|
|
(f)
|
cooperate
with the Investor to facilitate the timely preparation and delivery of
certificates for the Registrable Securities to be offered pursuant to the
Registration Statement and enable such certificates for the Registrable
Securities to be in such denominations or amounts, as the case may be, as
the Investor reasonably may request and registered in such names as the
Investor may request;
|
|
|
(g)
|
take
all such other lawful actions reasonably necessary to expedite and
facilitate the disposition by the Investor of their Registrable Securities
in accordance with the intended methods therefor provided in the
prospectus which are customary for issuers to perform under the
circumstances;
|
|
|
(h)
|
in
the event of an underwritten offering, promptly include or incorporate in
a Prospectus supplement or post-effective amendment to the Registration
Statement such information as the managers reasonably agree should be
included therein and to which the Company does not reasonably object and
make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after it is notified of the matters to be
included or incorporated in such Prospectus supplement or post-effective
amendment; and
|
|
|
(i)
|
maintain
a Transfer Agent for its Common
Stock.
|
A-7
Exhibit A
– Form of Registration Rights Agreement
6.
Indemnification.
|
|
(a)
|
The
Company agrees to indemnify and hold harmless the Investor and each
person, if any, who controls the Investor within the meaning of the
Securities Act (“Distributing Investor”) against any losses, claims,
damages or liabilities, joint or several (which shall, for all purposes of
this Agreement, include, but not be limited to, all reasonable costs of
defense and investigation and all reasonable attorneys’ fees), to which
the Distributing Investor may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in
the Registration Statement, or any related preliminary prospectus, final
prospectus or amendment or supplement thereto, or arise out of or are
based upon the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement, preliminary
prospectus, final prospectus or amendment or supplement thereto in
reliance upon, and in conformity with, written information furnished to
the Company by the Distributing Investor, specifically for use in the
preparation thereof. This Section 6(a) shall not inure to the benefit of
any Distributing Investor with respect to any person asserting such loss,
claim, damage or liability who purchased the Registrable Securities which
are the subject thereof if the Distributing Investor failed to send or
give (in violation of the Securities Act or the rules and regulations
promulgated thereunder) a copy of the prospectus contained in such
Registration Statement to such person at or prior to the written
confirmation to such person of the sale of such Registrable Securities,
where the Distributing Investor was obligated to do so under the
Securities Act or the rules and regulations promulgated thereunder. This
indemnity agreement will be in addition to any liability which the Company
may otherwise have.
|
|
|
(b)
|
Each
Distributing Investor agrees that it will indemnify and hold harmless the
Company, and each officer, director of the Company or person, if any, who
controls the Company within the meaning of the Securities Act, against any
losses, claims, damages or liabilities (which shall, for all purposes of
this Agreement, include, but not be limited to, all reasonable costs of
defense and investigation and all reasonable attorneys’ fees) to which the
Company or any such officer, director or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, or any related
preliminary prospectus, final prospectus or amendment or supplement
thereto, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each case
only to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration Statement,
preliminary prospectus, final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information
furnished to the Company by such Distributing Investor, specifically for
use in the preparation thereof. This indemnity agreement will be in
addition to any liability which the Distributing Investor may otherwise
have. Notwithstanding anything to the contrary herein, the Distributing
Investor shall not be liable under this Section 6(b) for any amount in
excess of the net proceeds to such Distributing Investor as a result of
the sale of Registrable Securities pursuant to the Registration
Statement.
|
A-8
Exhibit A
– Form of Registration Rights Agreement
|
|
(c)
|
Promptly
after receipt by an indemnified party under this Section 6 of notice of
the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party of the commencement thereof; but
the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified
party except to the extent of actual prejudice demonstrated by the
indemnifying party. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, assume the defense thereof,
subject to the provisions herein stated and after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation, unless the
indemnifying party shall not pursue the action to its final conclusion.
The indemnified party 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 not be at the expense of the
indemnifying party if the indemnifying party has assumed the defense of
the action with counsel reasonably satisfactory to the indemnified party;
provided that if the indemnified party is the Distributing Investor, the
fees and expenses of such counsel shall be at the expense of the
indemnifying party if (i) the employment of such counsel has been
specifically authorized in writing by the indemnifying party, or (ii) the
named parties to any such action (including any impleaded parties) include
both the Distributing Investor and the indemnifying party and the
Distributing Investor shall have been advised by such counsel that there
may be one or more legal defenses available to the indemnifying party
different from or in conflict with any legal defenses which may be
available to the Distributing Investor (in which case the indemnifying
party shall not have the right to assume the defense of such action on
behalf of the Distributing Investor, it being understood, however, that
the indemnifying party shall, in connection with any one such action or
separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances,
be liable only for the reasonable fees and expenses of one separate firm
of attorneys for the Distributing Investor, which firm shall be designated
in writing by the Distributing Investor and be approved by the
indemnifying party). No settlement of any action against an indemnified
party shall be made without the prior written consent of the indemnified
party, which consent shall not be unreasonably
withheld.
|
A-9
Exhibit A
– Form of Registration Rights Agreement
All fees
and expenses of the indemnified party (including reasonable costs of defense and
investigation in a manner not inconsistent with this Section and all reasonable
attorneys’ fees and expenses) shall be paid to the indemnified party, as
incurred, within ten (10) Trading Days of written notice thereof to the
indemnifying party (regardless of whether it is ultimately determined that an
indemnified party is not entitled to indemnification hereunder; provided, that
the indemnifying party may require such indemnified party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such indemnified party is not entitled to indemnification
hereunder).
7.
Contribution. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 6 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified party, then the Company and the
applicable Distributing Investor shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (which shall, for
all purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys’ fees), in
either such case (after contribution from others) on the basis of relative fault
as well as any other relevant equitable considerations. The relative fault 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 the applicable Distributing Investor on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Investor
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 7. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. 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.
8.
Notices. All notices, demands,
requests, consents, approvals, and other communications required or permitted
hereunder shall be in writing and, unless otherwise specified herein, shall be
delivered as set forth in the subscription agreement attached to the
Offering.
9.
Counterparts/Facsimile. This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when together shall constitute but one
and the same instrument, and shall become effective when one or more
counterparts have been signed by each party hereto and delivered to the other
party. In lieu of the original, a facsimile transmission or copy of the original
shall be as effective and enforceable as the original.
A-10
Exhibit A
– Form of Registration Rights Agreement
10. Remedies.
The remedies provided in this Agreement are cumulative and not exclusive of any
remedies provided by law.
11. Conflicting
Agreements. The Company shall not enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
holders of Registrable Securities in this Agreement or otherwise prevents the
Company from complying with all of its obligations hereunder.
12. Headings.
The headings in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
13. Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH CAROLINA.
14. Severability.
If any provision of this Agreement shall for any reason be held invalid or
unenforceable, such invalidity or unenforceablity shall not affect any other
provision hereof and this Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein. 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 of such that may be hereafter declared invalid, illegal, void or
unenforceable. Terms not otherwise defined herein shall be defined in accordance
with the Subscription Agreement.
[SIGNATURE
PAGE TO FOLLOW]
A-11
IN
WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, on this
day of
,
2007.
|
COMPANY:
|
|
|
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.,
|
|
|
a
Delaware corporation
|
|
|
By:
|
|
|
Xxxxxxx
Xxxxxx, President
|
|
|
INVESTOR:
|
|
|
Signature
|
|
For:
|
|
Printed
Name:
|
E. Xxxxx
Xxxxxx
|
|
Title:
|
President
|
A-12
