REGISTRATION RIGHTS AGREEMENT
Exhibit 10.8
THIS
REGISTRATION RIGHTS AGREEMENT, dated as of February 21, 2008 (this “Agreement”), is by and
between INTEGRATED BIOPHARMA, INC., a Delaware corporation (the “Company”), and CD
FINANCIAL, LLC, a Florida limited liability company (“Investor”).
The
Company has agreed, on the terms and subject to the conditions set forth in the Securities Purchase Agreement,
dated as of the date hereof (the “Securities Purchase Agreement”), between the Company and
Investor, to issue and sell to Investor shares of the Company’s Series C Convertible Preferred Stock (the
“Series C Preferred Stock”), which are convertible into shares of the Company’s
common stock, par value $.002 per share (“Common Stock”).
In
order to induce Investor to enter into the Securities Purchase Agreement, the Company has agreed to provide
certain registration rights with respect to the resale of the shares of Common Stock that are issuable to
Investor under the Securities Purchase Agreement or upon the conversion or maturity date of the Series C
Preferred Stock.
In consideration of Investor entering into the Securities Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS.
(a) Defined
Terms. When used herein, the terms below shall have the respective meanings indicated:
“Common
Stock” has the meaning set forth in the recitals to this Agreement.
“Company”
has the meaning set forth in the preamble to this Agreement.
“Conversion Price” has the meaning given to such term in the Certificate.
“Effective
Date” means the date on which the Registration Statement is declared effective by the Commission.
“Filing
Date” means the date on which the Registration Statement is filed with the Commission.
“Filing
Deadline” means thirty (30) days from the Closing Date.
“Holder”
means any Person owning or having the right to acquire any Registrable Securities.
“Investor”
has the meaning set forth in the preamble to this Agreement.
“Market Price” has the meaning given to such term in the Certificate of Designation.
“Registrable
Securities” means (i) all of the shares of Common Stock (x) held by the Holders, (y) that are
issuable to the Holders under the Securities Purchase Agreement, and (z) that are issuable to the Holders upon
the conversion or maturity date of the Series C Preferred Stock or the Note, and (ii) all shares of capital stock
issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in
respect of such shares of Common Stock.
“Registration
Deadline” means ninety (90) days after the Closing Date.
“Registration
Default Payment Amount” means the greater of (x) $[60,000][two percent (2.0%) of that part of the
Purchase Price attributable to the Series C Preferred Stock] and (y) two percent (2.0%) of the product of the
Market Price determined as of the date on which such Registration Default Payment Amount is due multiplied by the
aggregate number of Registrable Securities.
“Registration Period” has the
meaning set forth in Section 2(f) of this Agreement.
“Registration Statement”
means a registration statement or statements prepared in compliance with the Securities Act and pursuant to Rule
415 under the Securities Act (“Rule 415”) or any successor rule providing for the offering
of securities on a continuous or delayed basis.
“Securities Purchase Agreement”
has the meaning set forth in the recitals to this Agreement.
(b) Terms Defined in Securities Purchase Agreement. Any capitalized term used but not defined herein has the meaning specified in the Securities Purchase Agreement.
(c) Usage. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement.
2. REGISTRATION.
(a) Filing
of Registration Statement. On or before the Filing Deadline, the Company shall prepare and file with the
Commission a Registration Statement on Form S-3 as a “shelf” registration statement under Rule 415
covering the resale of the sum of (i) the shares of Common Stock issued under the Securities Purchase Agreement
at Closing, plus (ii) the additional shares of Common Stock issuable under Section 5.7 of the Securities
Purchase Agreement, plus (iii) one hundred twenty-five percent (125%) of the number of shares of Common
Stock that would then be issuable if all of the Series C Preferred Stock were converted at the Conversion Price
then in effect, plus (iv) one hundred twenty-five percent (125%) of the number of shares of Common Stock
that would then be issuable if all of the Note were converted at the Conversion Price then in effect. Such
Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also
covers such indeterminate number of additional shares of Common Stock as may become issuable in order to prevent
dilution resulting from stock splits, stock dividends or similar events.
(b) Effectiveness.
The Company shall use its best efforts to cause the Registration Statement to become effective as soon as
practicable following the filing thereof, but in no event later than the Registration Deadline. The Company shall
respond promptly to any and all comments made by the staff of the Commission with respect to a Registration
Statement, and shall submit to the Commission, within three (3) Business Days after the Company learns that no
review of such Registration Statement will be made by the staff of the Commission or that the staff of the
Commission has no further comments on such Registration Statement, as the case may be, a request for acceleration
of the effectiveness of such Registration Statement as soon as possible after the submission of such request.
(c) Registration
Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared
effective by the Commission on or before the Registration Deadline, (ii) after a Registration Statement has been
declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as
are then freely saleable pursuant to Rule 144(k)) cannot be made by a Holder under a Registration Statement for
any reason not within the exclusive control of such Holder or (iii) an amendment or supplement to a Registration
Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(i),
is not filed on or before the date required thereby (each of the foregoing clauses (i), (ii)
and (iii) being referred to herein as a “Registration Default”), the Company
shall pay each Holder an amount of cash equal to such Holder’s pro rata share (based on the number of
Registrable Securities then held by or issuable to such Holder) of the Registration Default Payment Amount and,
for each thirty (30) day period thereafter that such Registration Default remains uncured, an additional cash
payment equal the Registration Default Payment Amount (pro rated for any period of less than thirty (30)
days). The first payment required to be made by the Company under this Section 2(c) shall be made
within five (5) Business Days following the date on which a Registration Default first occurs and subsequent
payments shall be made on the earlier of (A) the last day of each thirty (30) day period in which such
Registration Default is continuing and (B) the date on which such Registration Default is cured (or, if any such
day is not a Business Day, on the Business Day immediately following such day). Any such payment shall be in
addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof
or otherwise.
(d) Allocation of Registered Shares. The initial number of the Registrable Securities included in any Registration Statement and each increase in the number thereof included therein shall be allocated pro rata among the Holders (based on the number of Registrable Securities then held by or issuable to each Holder) at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the Commission. In the event that a Holder sells or otherwise transfers any of such Holder’s Registrable Securities, each transferee shall be allocated the portion of the then remaining number of Registrable Securities included in such Registration Statement and allocable to such Holder.
(e) Registration
of Other Securities. During the period beginning on the date hereof and ending on the Effective Date, the
Company shall refrain from filing any registration statement (other than (i) a Registration Statement filed
hereunder or (ii) a registration statement on Form S-8 with respect to stock option plans and agreements and
stock plans currently in effect and disclosed in the Securities Purchase Agreement or the schedules thereto). In
no event shall the Company include any securities other than Registrable Securities on any Registration Statement
filed by the Company on behalf of the Holders pursuant to the terms hereof; provided, however, the Company
may include the shares of Common Stock and shares of Common Stock into which the Series C Preferred Stock held
beneficially by Imperium may be converted.
(f) Registration Period. The Company will maintain the effectiveness of each Registration Statement filed pursuant to this Agreement until the earlier to occur of (i) the date on which all of the Registrable Securities eligible for resale thereunder have been publicly sold pursuant to the Registration Statement or Rule 144, and (ii) the date on which all of the Registrable Securities remaining to be sold under such Registration Statement (in the reasonable opinion of counsel to the Company) may be immediately sold to the public under Rule 144(k) under the Securities Act or any successor provision (the period beginning on the Registration Deadline and ending on the earliest to occur of clause (i) or (ii) above being referred to herein as the “Registration Period”) or until such later date as the Company shall determine.
3. ADDITIONAL COVENANTS OF THE COMPANY.
In addition to performing its obligations hereunder, including, without limitation, those pursuant to Section 2 above, the Company shall, with respect to each Registration Statement:
(a) prepare
and file with the Commission such amendments 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 or to maintain the effectiveness of such Registration Statement during the Registration Period, or
as may be reasonably requested by a Holder in order to incorporate information concerning such Holder or such
Holder’s intended method of distribution;
(b) as
soon as practicable following the Closing, take all steps necessary and otherwise use its best efforts to secure
the listing on the Principal Market of the Registrable Securities, and at any Holder’s request, provide such
Holder with reasonable evidence thereof;
(c) so long as a Registration Statement is effective covering the resale of the applicable Registrable Securities owned by a Holder, furnish to each Holder such number of copies of the prospectus included in such Registration Statement, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate the disposition of such Holder’s Registrable Securities;
(d) use
commercially reasonable efforts to register or qualify the Registrable Securities under the securities or “blue
sky” laws of such jurisdictions within the United States as shall be reasonably requested from time to time
by a Holder, and do any and all other acts or things which may reasonably be necessary or advisable to enable
such Holder to consummate the public sale or other disposition of the Registrable Securities in such
jurisdictions; provided that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction;
(e) notify
each Holder immediately after becoming aware of the occurrence of any event (but shall not, without the prior
written consent of such Holder, disclose to such Holder any facts or circumstances constituting material
non-public information) as a result of which the prospectus included in such Registration Statement, as then in
effect, contains an untrue statement of material fact or omits 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, and as promptly as practicable prepare and file with the Commission and furnish to each Holder a
reasonable number of copies of a supplement or an amendment to such prospectus as may be necessary so that such
prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in light of the circumstances then
existing;
(f) use
commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the
effectiveness of such Registration Statement and, if such an order is issued, to use commercially reasonable
efforts to obtain the withdrawal thereof at the earliest possible time and to notify each Holder in writing of
the issuance of such order and the resolution thereof;
(g) furnish to
each Holder, on the date that such Registration Statement, or any successor registration statement, becomes
effective, a letter, dated such date, signed by outside counsel to the Company and addressed to such Holder,
confirming such effectiveness and, to the knowledge of such counsel, the absence of any stop order;
(h) permit counsel for each Holder to review such Registration Statement and all amendments and supplements thereto, and any comments made by the staff of the Commission and the Company’s responses thereto, within three (3) Business Days prior to the filing thereof with the Commission (or, in the case of comments made by the staff of the Commission, within a reasonable period of time following the receipt thereof by the Company); and
(i) subject
to Section 2(f), in the event that, at any time, the number of shares available under the
Registration Statement is insufficient to cover the sum of (i) the shares of Common Stock issued under the
Securities Purchase Agreement at Closing, plus (ii) the additional shares of Common Stock issuable under
Section 5.7 of the Securities Purchase Agreement, plus (iii) one hundred twenty five percent (125%) of the
number of shares of Common Stock that would then be issuable if all of the Series C Preferred Stock were
converted at the Conversion Price then in effect, plus (iv) one hundred twenty-five percent (125%) of the
number of shares of Common Stock that would then be issuable if all of the Note were converted at the Conversion
Price then in effect, the Company shall promptly amend such Registration Statement or file a new registration
statement, in any event
as soon as
practicable, but not later than the tenth (10th) day following notice from a Holder of the occurrence
of such event, so that such Registration Statement or such new registration statement, or both, covers no less
than the sum of (i) the shares of Common Stock issued under the Securities Purchase Agreement at Closing, plus (ii)
the additional shares of Common Stock issuable under Section 5.7 of the Securities Purchase Agreement, plus
(iii) one hundred fifty percent (150%) of the number of shares of Common Stock that would then be issuable if all
of the Series C Preferred Stock were converted at the Conversion Price then in effect, plus (iv) one
hundred fifty percent (150%) of the number of shares of Common Stock that would then be issuable if all of the
Note were converted at the Conversion Price then in effect. The Company shall use its best efforts to cause such
amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof. Any Registration Statement filed pursuant to this Section 3(i) shall state that, to the
extent permitted by Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate
number of additional shares of Common Stock as may become issuable in order to prevent dilution resulting from
stock splits, stock dividends or similar events. Unless and until such amendment or new Registration Statement
becomes effective, each Holder shall have the rights described in Section 2(c).
4. OBLIGATIONS
OF EACH HOLDER.
In
connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder
shall:
(a) within
three (3) Business Days after receipt of written request from the Company, furnish to the Company in writing such
information regarding itself and the intended method of disposition of such Registrable Securities as the Company
shall reasonably request in order to effect the registration thereof;
(b) upon
receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or
3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant
to such Registration Statement until the filing of an amendment or supplement as described in such Section
3(e) or withdrawal of the stop order referred to in such Section 3(f), and use commercially
reasonable efforts to maintain the confidentiality of such notice and its contents;
(c) to
the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities;
(d) promptly
notify the Company when he has sold all of the Registrable Securities beneficially owned by him; and
(e) notify
the Company in the event that any information supplied by such Holder in writing for inclusion in such
Registration Statement or related prospectus contains an untrue statement of material fact or omits to state a
material fact required to be stated therein or necessary to make such information not misleading in light of the
circumstances then existing.
5. INDEMNIFICATION.
In
the event that any Registrable Securities are included in a Registration Statement under this Agreement:
(a) The
Company shall indemnify and hold harmless each Holder, the officers, directors, employees, agents and
representatives of such Holder, and each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages, liabilities or reasonable out-of-pocket
expenses (whether joint or several) (collectively, including reasonable legal expenses or other expenses
reasonably incurred in connection with investigating or defending same, “Losses”), insofar
as any such Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in such Registration Statement under which such Registrable Securities were registered,
including any preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading. Subject to the provisions of Section 5(c), the Company will reimburse such Holder, and
each such officer, director, employee, agent, representative or controlling person, for any reasonable legal
expenses or other out-of-pocket expenses (promptly as such expenses are incurred) by any such entity or person in
connection with investigating or defending any Loss; provided, however, that the foregoing indemnity shall
not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the Company be obligated to indemnify any
person for any Loss to the extent that such Loss arises out of or is based upon (i) any omission to state a
material fact required to be stated therein or necessary to make statements therein not misleading that conforms
in all material respects to written information furnished by such person expressly for use in such Registration
Statement or (ii) a failure of such person to deliver or cause to be delivered the final prospectus contained in
the Registration Statement and made available by the Company, if such delivery is required by applicable law.
(b) Each
Holder who is named in such Registration Statement as a selling shareholder, acting severally and not jointly,
shall indemnify and hold harmless the Company, the officers, directors, employees, agents and representatives of
the Company, and each person, if any, who controls the Company within the meaning of the Securities Act or the
Exchange Act, against any Losses insofar as any such Losses arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact stated therein or any omission to state a material fact required
to be stated therein or necessary to make statements therein not misleading that conforms in all material
respects to written information furnished by such person expressly for use in such Registration Statement.
Subject to the provisions of Section 5(c), such Holder will reimburse any reasonable legal or other
expenses (promptly as such expenses are incurred) by the Company and any such officer, director, employee, agent,
representative, or controlling person, in connection with investigating or defending any such Loss; provided,
however, that the foregoing indemnity shall not apply to amounts paid in settlement of any such Loss if such
settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and
provided, further, that, in no event shall any indemnity under this Section 5(b) exceed the
amount of the net proceeds resulting from the sale of Registrable Securities by such Holder under such
Registration Statement.
(c) Promptly after receipt by an indemnified
party under this Section 5 of notice of the commencement of any action or proceeding (including any
governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party under this Section 5, promptly 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 assume the defense thereof with counsel selected by the indemnifying party and reasonably acceptable to
the indemnified party; provided, however, that an indemnified party shall have the right to retain his or
its own counsel, with the reasonably incurred fees and expenses of such counsel
to
be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or
potential conflicting interests between such indemnified party and any other party represented by such counsel in
such action or proceeding. The failure by an indemnified party to notify the indemnifying party within a
reasonable time following the commencement of any action or proceeding of which the indemnified party is aware,
to the extent materially prejudicial to such indemnifying party’s ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under this Section 5 with
respect to such action or proceeding, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party otherwise than under this
Section 5 or with respect to any other action or proceeding.
(d) In
the event that the indemnity provided in Sections 5(a) or 5(b) is unavailable or
insufficient to hold harmless an indemnified party for any reason, the Company and each Holder agree, severally
and not jointly, to contribute to the aggregate Losses to which the Company or such Holder (or its respective
officers, directors, employees, agents, representatives or controlling persons), may be subject in such
proportion as is appropriate to reflect the relative fault of the Company and such Holder in connection with the
statements or omissions which resulted in such Losses; provided, however, that in no case shall such Holder
be responsible for any amount in excess of the net proceeds resulting from the sale of Registrable Securities
under the Registration Statement. Relative fault shall be determined by reference to whether any alleged untrue
statement or omission relates to information provided by the Company or by such Holder. The Company and each
Holder agree that it would not be just and equitable if contribution were determined by pro rata allocation
or any other method of allocation which does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this Section 5(d), 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 is not guilty of such fraudulent
misrepresentation.
For purposes of this Section 5, each person who controls a Holder within the meaning of either the
Securities Act or the Exchange Act and each officer, director, employee, agent or representative of such Holder
shall have the same rights to contribution as such Holder, and each person who controls the Company within the
meaning of either the Securities Act or the Exchange Act and each officer, director, employee, agent or
representative of the Company shall have the same rights to contribution as the Company, subject in each case to
the applicable terms and conditions of this Section 5(d).
(e) The
obligations of the Company and each Holder under this Section 5 shall survive the completion of
any offering or sale of Registrable Securities pursuant to a Registration Statement under this Agreement, or
otherwise.
6. RULE
144 SALES.
With
a view to making available to each Holder the benefits of Rule 144 and any other similar rule or regulation of
the Commission that may at any time permit such Holder to sell securities of the Company to the public without
registration, the Company agrees to furnish to such Holder, so long as such Holder owns any Registrable
Securities, promptly upon written request (i) a written statement by the Company, if true, that it has complied
with the reporting requirements of Rule 144 and the Exchange Act, (ii) to the extent not publicly available
through the Commission’s XXXXX database, a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company with the Commission, and (iii) such other
information as may be reasonably requested by such Holder in connection with such Holder’s compliance with
any rule or regulation of the Commission which permits the selling of any such securities without registration.
7.
MISCELLANEOUS.
(a) Expenses
of Registration. Except as otherwise provided in the Securities Purchase Agreement, all reasonable expenses,
other than underwriting discounts and commissions and fees and expenses of counsel and other advisors to each
Holder, incurred in connection with the registrations, filings or qualifications described herein, including
(without limitation) all registration, filing and qualification fees, printers’ and accounting fees, the
fees and disbursements of counsel for the Company, and the fees and disbursements incurred in connection with the
letter described in Section 3(g), shall be borne by the Company.
(b) Amendment;
Waiver. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended or
waived except pursuant to a written instrument executed by the Company and the Holders of at least a majority of
the Registrable Securities then held by or issuable to all Holders. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
(c) Notices. Any notice, demand or request required or permitted to be given by the Company or a Holder pursuant to the terms of this Agreement shall be in writing and shall be deemed delivered (i) when delivered personally or by verifiable facsimile transmission, unless such delivery is made on a day that is not a Business Day, in which case such delivery will be deemed to be made on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to an overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), addressed as follows:
If to the Company:
Integrated
BioPharma, Inc.
000
Xxxx Xxxxxx
Xxxxxxxx,
Xxx Xxxxxx 00000
Attn:
Chief Executive Officer
Tel:
(000) 000-0000
Fax:
(000) 000-0000
With a copy (which shall not constitute notice) to:
Xxxxxxxxx
Traurig, LLP
000 Xxxx
Xxxxxx
Xxx Xxxx, Xxx
Xxxx 00000
Attn:
Xxxxxx X. Xxxxxxxxxx
Tel:
(000) 000-0000
Fax: (000) 000-0000
and if to a Holder, to such address for the Holder as provided by such Holder under the Securities Purchase Agreement, or as shall be designated by the Holder in writing to the other parties hereto in accordance with this Section 7(c).
(d) Assignment.
Upon the transfer of any Registrable Securities by a Holder, the rights of such Holder hereunder with respect to
such securities so transferred shall be assigned automatically to the transferee thereof, and such transferee
shall thereupon be deemed to be a “Holder” for purposes of this Agreement, as long as: (i) the Company
is, within a reasonable period of time following such transfer, furnished with written notice of the name and
address of such transferee, (ii) the transferee agrees in writing with the Company to be bound by all of the
provisions hereof, and (iii) such transfer is made in accordance with the applicable law and the requirements of
the Securities Purchase Agreement.
(e) Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed
one and the same instrument. Any executed signature page delivered by facsimile or e-mail transmission shall be
binding to the same extent as an original executed signature page, with regard to any agreement subject to the
terms hereof or any amendment thereto.
(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.
(g) Holder of Record. A person is deemed to be a Holder whenever such person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the record owner of such Registrable Securities.
(h) Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, superseding all prior agreements and understandings, whether written or oral, between or among the parties hereto.
(i) Headings. The headings in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
(j) Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
[Signature Page
to Follow]
IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first-above written.
INTEGRATED
BIOPHARMA, INC.
By: /s/ E. Xxxxxx Xxx
Name:
E. Xxxxxx Xxx
Title: Chief Executive Officer
CD FINANCIAL, LLC
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X.
Xxxxxx
Title: Manager
ADDRESS:
0000
XX Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
With a copy (which shall not constitute notice) to:
Xxxxxx &
Lebensburger
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxx, Esq.
