EXHIBIT 10.15
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered
into as of the ___ day of _______________, 2003 by and between (i)
[_____________], a [_____________] corporation (the "Company"), and (ii) those
certain Participants under that certain Subscription Agreement of even date
herewith between each Participant and the Company, each of whose signatures
shall be included on Exhibit A hereto upon consummation of their respective
portion of the transaction (each such Participant a "Stockholder").
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged by each
of the Company and Stockholder, each of the Company and Stockholder hereby
agrees as follows:
(a) While acting in a commercially reasonable fashion, the Company
shall prepare and file for registration the shares of Common Stock issuable in
connection with the financing on or before October 15, 2003, as otherwise
limited herein. The term "registration" shall refer to a registration effected
by preparing and filing a registration statement in compliance with the
Securities Act and applicable rules and regulations thereunder with the
Securities and Exchange Commission, and the declaration or ordering of the
effectiveness of such registration statement.
(b) In connection with the registration provided for hereunder,
Stockholder shall use reasonable efforts to cooperate with the Company and shall
furnish to the Company in writing such information with respect to it and its
proposed distribution as shall be reasonably necessary in order to assure
compliance with federal and applicable state securities laws.
(c) The Company shall pay all expenses incurred by the Company in
complying with its registration obligations pursuant to this Agreement,
including, without limitation, all registration, qualification, and filing fees,
blue sky fees and expenses, printing expenses, fees and disbursements of counsel
and independent public accountants for the Company, all expenses of the
underwriter customarily paid by issuers or sellers of securities (including fees
of the National Association of Securities Dealers, Inc.), transfer taxes, escrow
fees, fees of transfer agents and registrars, and costs of insurance.
Stockholder shall pay all underwriting discounts and selling commissions
applicable to the sale of the Registrable Shares being registered.
(d) (i) The Company shall protect, indemnify and hold Stockholder, and
its officers, directors, stockholders, attorneys, accountants, employees,
affiliates, successors and assigns, harmless from any and all demands, claims,
actions, causes of actions, lawsuits, proceedings, investigations, judgments,
losses, damages, injuries, liabilities, obligations, expenses and costs
(including costs of litigation and attorneys' fees), arising out of or based
upon (aa) any untrue statement or alleged untrue statement of any material fact
contained in or incorporated by reference into the Registration Statement, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto, (bb) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (cc) any material violation by the Company of any
rule
or regulation promulgated under Act applicable to the Company and relating to
action or inaction by the Company in connection with any such registration;
provided, however, that the Company shall not be liable in the case of (aa) and
(bb) above if and to the extent that the event otherwise giving rise to
indemnification arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in conformity with
information furnished by a person otherwise entitled to indemnification in
writing specifically for use in the Registration Statement or prospectus or
information contained in a writing that has been expressly approved or deemed
approved by a person otherwise entitled to indemnification.
(ii) Stockholder shall protect, indemnify and hold the Company
and its officers, directors, stockholders, attorneys, accountants, employees,
affiliates, successors and assigns, harmless from any and all demands, claims,
actions, causes of actions, lawsuits, proceedings, investigations, judgments,
losses, damages, injuries, liabilities, obligations, expenses and costs
(including costs of litigation and attorneys' fees), arising out of or based
upon (aa) any untrue statement or alleged untrue statement of any material fact
contained in or incorporated by reference into the Registration Statement, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto, (bb) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (cc) any material violation by Stockholder of any
rule or regulation promulgated under the Act applicable to Stockholder and
relating to action or inaction by Stockholder in connection with any such
registration; provided, however, that Stockholder shall be liable in the case of
(aa) and (bb) above only if and to the extent that the event giving rise to
indemnification arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in conformity with
information furnished by Stockholder in writing specifically for use in the
Registration Statement or prospectus or information contained in a writing that
has been expressly approved or deemed approved by Stockholder.
(iii) Promptly after receipt by an indemnified party under
this Section (d) of notice of the threat or commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party hereunder, notify each such indemnifying party in writing
thereof, but the omission so to notify an indemnifying party shall not relieve
it from any liability which it may have to any indemnified party to the extent
that the indemnifying party is not prejudice as a result thereof. In case any
such action shall be brought against any indemnified party and it shall notify
an indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section (d) for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so elected; provided,
however, that, if the defendants in any such action include both an indemnified
party and an indemnifying party and the related indemnified party shall have
reasonably concluded that there may be reasonable defenses available to it which
are different from or additional to those available to the indemnifying party or
if the interests of the indemnified party reasonably may be believed to conflict
with the interests of the indemnifying party, the indemnified party shall have
the right to
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select separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred. No indemnifying party shall be
subject to any liability for any settlement made without consent which shall not
be unreasonably withheld. No indemnifying party shall consent to the entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability with respect to such claim or
litigation.
(e) Any notice or request herein required or permitted to be given to
any party hereunder shall be given in writing and shall be personally delivered
or sent to such party by prepaid mail at the address set forth below the
signature of such party hereto or at such other address as such party may
designate by written communication to the other party to this Agreement. Each
notice given in accordance with this paragraph shall be deemed to have been
given, if personally delivered, on the date personally delivered, or, if mailed,
on the third day following the day on which it is deposited in the United States
mail, certified or registered mail, return receipt requested, with postage
prepaid.
(f) This Agreement embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersede all prior agreements and understandings, whether written or oral,
relating to the subject matter hereof. This Agreement may not be amended,
supplemented, waived, or terminated except by written instrument executed by the
Company and Stockholder. No waiver of any provision of this Agreement shall
constitute a waiver of any other provision of this Agreement, nor shall such
waiver constitute a waiver of any subsequent breach of such provision. This
Agreement shall be binding upon and shall inure to the benefit of each party
hereto and his or its respective successors, heirs, assigns, and legal
representatives, but neither this Agreement nor any rights hereunder may be
assigned by any party hereto without the consent in writing of the other party.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together constitute one and the same
instrument. A party may execute this Agreement and transmit its signature by
facsimile, which shall be fully binding, and the party taking such actions shall
deliver a manually signed original as soon as is practicable.
[The Remainder of this Page Left Intentionally Blank]
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[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date written above.
"COMPANY"
VERDISYS, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx,
Chief Financial Officer
Address: 00000 X. Xx Xxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
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EXHIBIT A
STOCKHOLDER'S SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
"Stockholder"
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Signature
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Printed Name
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Xxxxxx Xxxxxxx
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Xxxx, Xxxxx, Zip Code
Date: , 2003
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Number of Registrable Shares:
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SCHEDULE 1
The following is a list of each of the parties to the form of Registration
Rights Agreements set forth in Exhibit 10.15, the number of shares to which each
of such Agreements relates and the date of each such Agreement. All of the
Registration Rights Agreements have terms identical to those set forth in
Exhibit 10.15, except for the parties, number of shares and dates set forth
below.
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NAME NUMBER OF SHARES PURCHASED DATE
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Massaniso, Xxxxx X. 40,000 August 14, 2003
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Massaniso, Xxxxx X. Xxxx XXX Account 40,000 August 14, 2003
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Ponte Vedra Partners 50,000 August 14, 2003
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