NEW LIFE SCIENTIFIC, INC. REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement is made as of December __, 2007 by and among
New
Life Scientific, Inc., a ___________ corporation (the "Company"), and Dr.
Xxxxxxx Xxx, an individual (the “Investor”).
1. Registration
Rights.
1.1 Certain
Definitions.
As used
in this Agreement, the following terms shall have the following respective
meanings:
(a) "Commission"
shall
mean the Securities and Exchange Commission or any other federal agency at
the
time administering the Securities Act.
(b) "Holder"
shall
mean the Investor and any person holding such securities to whom the rights
under this Section 1 have been transferred in accordance with
Section 1.10 hereof.
(c) "Registrable
Securities"
means
(i) the Common Stock issued to the Investor by the Company.
(c) The
terms
"register,"
"registered"
and
"registration"
refer
to a registration effected by preparing and filing a registration statement
in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
(d) "Registration
Expenses"
shall
mean all expenses, except as otherwise stated below, incurred by the Company
in
complying with Sections 1.2 and 1.3 hereof, including, without limitation,
all registration, qualification and filing fees, printing expenses, escrow
fees,
fees and disbursements of counsel for the Company, blue sky fees and expenses,
the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the Company
which shall be paid in any event by the Company).
(e) "Restricted
Securities"
shall
mean the securi-ties of the Company required to bear the legend referring to
the
Securities Act set forth in any Purchase Agreement.
(f) "Securities
Act"
shall
mean the Securities Act of 1933, as amended, or any similar federal statute
and
the rules and regulations of the Commission thereunder, all as the same shall
be
in effect at the time.
(g) "Selling
Expenses"
shall
mean all underwriting discounts, selling commissions and stock transfer taxes,
if any, applicable to the securities registered by the Holders.
1.2 Company
Registration.
(a) Notice
of Registration.
If at
any time or from time to time the Company shall determine to register any of
its
securities, either for its own account or the account of a security holder
or
holders, other than (i) a registration relating solely to employee benefit
plans or (ii) a registration relating solely to a Commission Rule 145
transaction, the Company will:
(i) promptly
give to the Holder written notice thereof; and
(ii) include
in such registration (and any related qualification under blue sky laws or
other
compliance), and in any underwriting involved therein, all the Registrable
Securi-ties specified in a written request or requests, made within 10 days
after receipt of such written notice from the Company, by any
Holder.
(b) Underwriting.
If the
registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise the Holders
as a
part of the written notice given pursuant to Section 1.2(a). In such event
the right of any Holder to registration pursuant to Section 1.2 shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of Registrable Securities in the underwriting to the extent provided
herein. All Holders pro-posing to distribute their securities through such
underwriting shall (together with the Company) enter into an underwriting
agree-ment in customary form with the managing underwriter selected for such
underwriting by the Company. Notwithstanding any other provi-sion of this
Section 1.2, if the managing underwriter deter-mines that marketing factors
require a limitation of the number of shares to be underwritten, the managing
underwriter may limit the Regis-trable Securities and other securities to be
distributed through such underwriting. The Company shall so advise all Holders
distri-buting their securities through such underwriting of such limita-tion
and
the number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated among all Holders in
proportion, as nearly as practic-able, to the respective amounts of Registrable
Securities held by such Holders at the time of filing the registration
statement. To facilitate the allocation of shares in accordance with the above
provisions, the Company may round the number of shares allocated to any Holder
or holder to the nearest 100 shares. If any Holder or holder disapproves of
the
terms of any such underwriting, such Holder or holder may elect to withdraw
therefrom by written notice to the Company and the managing underwriter. Any
securities excluded or withdrawn from such underwriting shall be withdrawn
from
such registration, and shall not be transferred in a public distribution prior
to 90 days after the effective date of the registration statement relating
thereto, or such other shorter period of time as the underwriters may
require.
(c) Right
to Terminate Registration.
The
Company shall have the right to terminate or withdraw any registration initiated
by it under this Section 1.2 prior to the effectiveness of such
registration whether or not any Holder has elected to include securities in
such
registration. The Registration Expenses of such withdrawn registration shall
be
borne by the Company in accordance with Section 1.4 hereof.
1.3 Registration
on Form S-3.
(a) If
any
Holder or Holders of the Registrable Securities request that the Company file
a
registration statement on Form S-3 (or any successor form to
Form S-3), or any similar short-term registration statement, for a public
offering of Registrable Securities, the reasonably antici-pated aggregate price
to the public of which, net of underwriting discounts and commissions, would
exceed $1,000,000 and the Company is a registrant entitled to use Form S-3
to register the Regis-trable Securities for such an offering, the Company shall
use its best efforts to cause such Registrable Securities to be registered
on
such form for the offering and to cause such Registrable Securities to be
qualified in such jurisdictions as the Holder or Holders may reasonably request;
provided, however, that the Company shall not be required to effect more than
two registrations pur-suant to this Section 1.3 or more than one such
registration in any twelve (12) month period. The provisions of
Section 1.3(b) shall be applicable to each registration initiated under
this Section 1.3.
(b) Notwithstanding
the foregoing, the Company shall not be obligated to take any action pursuant
to
this Sec-tion 1.3: (i) in any particular jurisdiction in which the
Company would be required to execute a general consent to service of process
in
effecting such registration, qualification or compliance unless the Company
is
already subject to service in such jurisdic-tion and except as may be required
by the Securities Act; (ii) if the Company, within ten (10) days of the
receipt of the request of the Initiating Holders, gives notice of its bona
fide
intention to effect the filing of a registration statement with the Commission
within ninety (90) days of receipt of such request (other than with respect
to a
registration statement relating to a Rule 145 transac-tion, or an offering
solely to employees); (iii) during the period starting with the date ninety
(90) days prior to the Company's estimated date of filing of, and ending on
the
date six (6) months immediately following, the effective date of any
registration statement pertaining to securities of the Company (other than
a
registration of securities in a Rule 145 transaction or with respect to an
employee benefit plan), provided that the Company is actively employing in
good
faith all reasonable efforts to cause such registration statement to become
effective; or (iv) if the Company shall furnish to such Holder a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors it would be detrimental to the Company
or its shareholders for registration statements to be filed in the near future,
then the Company's obligation to use its best efforts to file a registration
statement shall be deferred for a period not to exceed 90 days from the receipt
of the request to file such registration by such Holder; provided, however,
that
the Company shall not exercise such right more than once in any twelve-month
period.
1.4 Expenses
of Registration.
All
Registration Expenses incurred in connection with registrations pursuant to
Sections 1.2 and 1.3 shall be borne by the Company. All Selling Expenses
relating to securities registered on behalf of the Holders shall be borne by
the
holders of securities included in such registration pro rata with the Company
and among each other on the basis of the number of shares so
registered.
1.5 Registration
Procedures.
In the
case of each regis-tration, qualification or compliance effected by the Company
pur-suant to this Section 1 the Company will keep each Holder advised in writing
as to the initiation of each registration, qualification and compliance and
as
to the completion thereof. At its expense the Company will:
(a) Prepare
and file with the Commission a regis-tra-tion statement with respect to such
securities and use its best efforts to cause such registration statement to
become and remain effective for at least ninety (90) days or until the
distribution described in the Registration Statement has been
completed;
(b) Prepare
and file with the Commission such amend-ments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of
the
Securities Act with respect to the disposition of all securities covered by
such
registration statement.
(c) Furnish
to the Holders participating in such registration and to the underwriters of
the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents
as
such underwriters may reasonably request in order to facilitate the public
offering of such securities.
1.6 Delay
of Registration.
No
Holder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy that
might arise with respect to the interpretation or implementa-tion of this
Section 1.
1.7 Indemnification.
In the
event any Registrable Securities are included in a registration statement under
this Section 1:
(a) To
the
extent permitted by law, the Company will indemnify each selling Holder, each
of
its officers, direc-tors, partners and legal counsel, and each person
controlling such Holder within the meaning of Section 15 of the Securities
Act, with respect to which registration, qualification or compliance has been
effected pursuant to this Section 1, and each underwriter, if any, and each
person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages or liabilities
(or
actions in respect thereof), including any of the foregoing incurred in
settlement of any liti-ga-tion, commenced or threatened, arising out of or
based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading, or any violation by the Company of the
Securities Act or any rule or regulation promulgated under the Securities Act
applicable to the Company in connection with any such registration,
qualification or compliance, and the Company will reimburse each such Holder,
each of its officers, directors, partners, and legal counsel and each person
controlling such Holder, each such underwriter and each person who controls
any
such underwriter, for any legal and any other expenses reasonably incurred
in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in
any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by such
Holder, controlling person or underwriter and stated to be specifically for
use
therein.
(b) To
the
extent permitted by law, each Holder will, if Registrable Securities held by
such Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each
of
its directors, officers, and legal counsel, each underwriter, if any, of the
Company's securities covered by such a registration state-ment, each person
who
controls the Company or such underwriter within the meaning of Section 15
of the Securities Act, and each other Holder, each of its officers, directors,
partners and legal counsel and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular
or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company, such Holders, such
directors, officers, persons, underwriters or control persons for any legal
or
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to
the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
state-ment, prospectus, offering circular or other document in reliance upon
and
in conformity with written information furnished to the Company by an instrument
duly executed by such Holder and stated to be specifically for use therein.
Notwithstanding the foregoing, the liability of each Holder under this
subsection (b) shall be limited in an amount equal to the proceeds to each
such
Holder of Registrable Securities sold as contemplated herein, unless such
liability resulted from willful misconduct by such Holder. A Holder will not
be
required to enter into any agreement or under-taking in connection with any
registration under this Section 1 providing for any indemnification or
contribution on the part of such Holder greater than the Holder's obligations
under this Section 1.7(b).
(c) Each
party entitled to indemnification under this Section 1.7 (the "Indemnified
Party") shall give notice to the party required to provide indemnification
(the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who
shall
conduct the defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld), and
the
Indemnified Party may participate in such defense at such party's expense,
and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 1 unless the failure to give such notice is materially
prejudicial to an Indemnifying Party's ability to defend such action and
provided further, that the Indemnifying Party shall not assume the defense
for
matters as to which there is a conflict of interest or separate and different
defenses but shall bear the expense of such defense nevertheless. No
Indemnifying Party, in the defense of any such claim or litiga-tion, shall,
except with the consent of each Indemnified Party, consent to 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 in respect to such claim or
litigation.
1.8 Information
by Holder.
It
shall be a condition precedent to the obligations of the Company to take any
action pur-suant to this Section 1 with respect to the Registrable
Securities of any selling Holder that such holder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it, and
the intended method of disposition of such securities as shall be required
to
effect the registration of such Holder's Registrable
Securities.
1.9 Rule 144
Reporting.
With a
view to making available the benefits of certain rules and regulations of the
Commission which may at any time permit the sale of the Restricted Securities
to
the public without registration, after such time as a public market exists
for
the Common Stock of the Company, the Company agrees to use its best efforts
to:
(a) Make
and
keep public information available, as those terms are defined in Rule 144
under the Securities Act, at all times after the effective date that the Company
becomes subject to the reporting requirements of the Securities Act or the
Securi-ties Exchange Act of 1934, as amended (the "Exchange Act").
(b) Use
its
best efforts to file with the Commis-sion in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements);
(c) So
long
as a Purchaser owns any Restricted Securities, upon request, (i) a written
statement by the Company as to its compliance with the reporting requirements
of
said Rule 144 (at any time after 90 days after the effective date of the
first registration statement filed by the Company for an offering of its
securities to the general public), and of the Securities Act and the Exchange
Act (at any time after it has become subject to such reporting requirements),
(ii) a copy of the most recent annual or quarterly report of the Company
and (iii) such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as
a
Purchaser may reason-ably request in availing itself of any rule or regulation
of the Commission allowing a Purchaser to sell any such securities without
registration.
1.10 Transfer
of Registration Rights.
The
rights to cause the Company to register securities granted Holders under
Sections 1.2, and 1.3 may be assigned to a transferee or assignee in
connection with any transfer or assignment of Registrable Securities by a Holder
of not less than 5,000,000 shares of Registrable Securities, or to any
transferee or assignee who is a constituent partner of a Holder or the estate
of
such constituent partner, provided that the Company be give prior written notice
of the transfer and that such transfer may otherwise be effected in accordance
with applicable securities laws.
1.11 Termination
of Registration Rights.
The
rights granted under this Section 2 shall terminate on the earlier of (i)
second anniversary of this Agreement. Or (ii) the time at which the Registrable
Securities may be resold under Rule 144k.
2. Miscellaneous.
2.1 Notices.
All
notices and other communications required or permitted hereunder shall be in
writing and, except as otherwise noted herein, shall be deemed effectively
given
upon personal delivery, delivery by nationally recognized courier or upon
deposit with the United States Post Office, (by first class mail, postage
prepaid) addressed: (a) if to the Company, at ____________ (or at such
other address as the Company shall have furnished to the Holders in writing)
attention of President and (b) if to a Holder, at the latest address of
such person shown on the Company's records.
2.2 Descriptive
Headings.
The
descriptive headings herein have been inserted for convenience only and shall
not be deemed to limit or otherwise affect the construction of any provisions
hereof.
2.3 Governing
Law.
This
Agreement shall be governed by and interpreted under the laws of the State
of
California as applied to agreements among California residents, made and to
be
performed entirely within the State of California.
2.4 Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
for
all purposes be deemed to be an original and all of which shall constitute
the
same instrument, but only one of which need be produced.
2.5 Expenses.
If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to
which
such party may be entitled.
2.6 Successors
and Assigns.
Except
as otherwise expressly provided in this Agreement, this Agreement shall benefit
and bind the successors, assigns, heirs, executors and adminis-trators of the
parties to this Agreement.
2.7 Entire
Agreement.
This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subject matter of this Agreement.
2.8 Separability;
Severability.
Unless
expressly provided in this Agreement, the rights of each Investor under this
Agreement are several rights, not rights jointly held with any other Investors.
Any invalidity, illegality or limitation on the enforceability of this Agreement
with respect to any Investor shall not affect the validity, legality or
enforceability of this Agree-ment with respect to the other Investors. If any
provision of this Agreement is judicially determined to be invalid, illegal
or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected or impaired.
IN
WITNESS WHEREOF, the parties have executed this Investors Rights Agreement
on
the day and year first set forth above.
