REGISTRATION RIGHTS AGREEMENT
This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of this ______ day of
________________, 2005, among IDENTICA HOLDINGS CORPORATION., a Nevada
corporation (the “Company”), and the other undersigned parties hereto
(collectively, the “Purchasers”).
1. Introduction.
The
Company and the Purchasers have today executed that certain Subscription
Agreement (the “Subscription Agreement”), pursuant to which the Company has
agreed, among other things, to issue an aggregate of its $1,000,000 principal
amount of 8% Convertible Notes (the “Notes”) and Common Stock Purchase Warrants
(the “Warrants”) to the Purchasers. The Notes, including the equivalent of one
(1) years interest which may accrue on the outstanding principal balance
thereof, are convertible into 3,085,713 shares (the “Conversion Shares”) of the
Company’s common stock, par value .001 per share (the “Common Stock”), pursuant
to the terms of the Notes. In addition, pursuant to the terms of the
Subscription Agreement and the transactions contemplated thereby, the Company
has agreed to issue to the Purchasers Common Stock Purchase Warrants exercisable
for an aggregate of up to 1,428,571 shares of Common Stock (the “Warrant
Shares”). The number of Conversions Shares and Warrant Shares is subject to
adjustment upon the occurrence of stock splits, recapitalizations and similar
events occurring after the date hereof. The Conversion Shares and the Warrant
Shares are collectively herein referred to as the “Securities.” Certain
capitalized terms used in this Agreement are defined in Section 3 hereof;
references to sections shall be to sections of this Agreement.
2. Registration
under Securities Act.
2.1 Mandatory
Registration.
Within
one hundred and twenty (120) days of the date hereof, the Company shall prepare
and file a registration statement on Form SB-2 or such other appropriate
registration form of the Commission (the “Registration Statement”) to effect the
registration under the Securities Act of all, but not less than all, of the
Registrable Securities to permit the public disposition of such Registrable
Securities in accordance with the intended method or methods of disposition
specified by the Purchasers and their permitted assigns or transferees
(collectively, the “Holders”); provided, however, such intended method of
disposition shall not include an underwritten offering of the Registrable
Securities. The Company shall use its best efforts to cause the Registration
Statement to be declared effective by the Commission. The Company will pay
all
Registration Expenses in connection with the registration of the Registrable
Securities.
2.2 Registration
Procedures.
In
connection with the registration of the Registrable Securities under the
Securities Act as provided in Section 2.1 the Company shall:
(i) prepare
and file with the Commission, within one hundred and twenty (120) days after
the
date hereof, the Registration Statement (including such audited financial
statements as may be required by the Securities Act or the rules and regulations
promulgated thereunder) and thereafter use its best efforts to cause such
registration statement to be declared effective by the Commission;
(ii) prepare
and file with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary
to
keep the Registration Statement effective and to comply with the provisions
of
the Securities Act with respect to the disposition of all Registrable Securities
covered by the Registration Statement, until the earlier to occur of two (2)
years after the date of this Agreement (subject to the right of the Company
to
suspend the effectiveness thereof for not more than sixty (60) consecutive
days
or an aggregate of one hundred twenty (120) days in such two (2) year period)
or
such time as all of the securities which are the subject of the Registration
Statement cease to be Registrable Securities (such period, in each case, the
“Registration Maintenance Period”);
(iii) furnish
to each seller of Registrable Securities covered by the Registration Statement
such number of conformed copies of such registration statement and of each
such
amendment and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus contained in the Registration Statement
(including each preliminary prospectus and any summary prospectus) and any
other
prospectus filed under Rule 424 under the Securities Act, in conformity with
the
requirements of the Securities Act, and such other documents, as such seller
may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities owned by such seller;
(iv) use
its
reasonable efforts to register or qualify all Registrable Securities and other
securities covered by the Registration Statement under such other securities
laws or blue sky laws as any seller thereof shall reasonably request, to keep
such registrations or qualifications in effect for so long as the Registration
Statement remains in effect, and take any other action which may be reasonably
necessary to enable such seller to consummate the disposition in such
jurisdictions of the securities owned by such seller, except that the Company
shall not for any such purpose be required to qualify generally to do business
as a foreign corporation in any jurisdiction wherein it would not but for the
requirements of this subdivision (iv) be obligated to be so qualified or to
consent to general service of process in any such jurisdiction;
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(v) use
its
best efforts to cause all Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof
to
consummate the disposition of such Registrable Securities;
(vi) notify
each seller of the Registrable Securities covered by the Registration Statement
promptly and confirm such advice in writing promptly after the Company has
knowledge thereof:
(A) when
the
Registration Statement, the prospectus or any prospectus supplement related
thereto or post-effective amendment to the Registration Statement has been
filed, and, with respect to the Registration Statement or any post-effective
amendment thereto, when the same has become effective;
(B) of
any
request by the Commission for amendments or supplements to the Registration
Statement or the prospectus or for additional information;
(C) of
the
issuance by the Commission of any stop order suspending the effectiveness of
the
Registration Statement or the initiation of any proceedings by any Person for
that purpose; and
(D) of
the
receipt by the Company of any notification with respect to the suspension of
the
qualification of any Registrable Securities for sale under the securities or
blue sky laws of any jurisdiction or the initiation or threat of any proceeding
for such purpose;
(vii) notify
each seller of Registrable Securities covered by the Registration Statement,
at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, upon discovery that, or upon the happening of any event
as a
result of which, the prospectus included in the Registration Statement, as
then
in effect, includes an untrue statement of a material fact or omits to state
any
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
at
the request of any such seller promptly prepare and furnish to such seller
a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not 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 not misleading in
the
light of the circumstances then existing;
(viii) use
its
best efforts to obtain the withdrawal of any order suspending the effectiveness
of the Registration Statement at the earliest possible moment;
(ix) otherwise
use its best efforts to comply with all applicable rules and regulations of
the
Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve (12)
months, but not more than eighteen (18) months, beginning with the first full
calendar month after the effective date of the Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;
(x) enter
into such agreements and take such other actions as the sellers of the
Registrable Securities covered by the Registration Statement shall reasonably
request in writing (at the expense of the requesting or benefiting sellers)
in
order to expedite or facilitate the disposition of such Registrable Securities;
and
(xi) use
its
best efforts to list all Registrable Securities covered by the Registration
Statement on any securities exchange (if any) on which any of the Registrable
Securities are then listed.
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The
Company may require each seller of Registrable Securities as to which any
registration is being affected to furnish the Company such information regarding
such seller and the distribution of such securities as the Company may from
time
to time reasonably request in writing.
The
Company will not file any registration statement pursuant to Section 2.1, or
amendment thereto or any prospectus or any supplement thereto (including such
documents incorporated by reference and proposed to be filed after the initial
filing of the Registration Statement) to which a seller of Registrable
Securities shall reasonably object, provided that the Company may file such
document in a form required by law or upon the advice of its
counsel.
The
Company represents and warrants to each holder of Registrable Securities that
it
has obtained all necessary waivers, consents and authorizations necessary to
execute this Agreement and consummate the transactions contemplated hereby
other
than such waivers, consents and/or authorizations specifically contemplated
by
the Securities Purchase Agreement.
Each
Purchaser agrees that, upon receipt of any notice from the Company of the
occurrence of any event of the kind described in subdivision (vii) of this
Section 2.2, such Purchaser will forthwith discontinue such Purchaser’s
disposition of Registrable Securities pursuant to the Registration Statement
relating to such Registrable Securities until such Purchaser’s receipt of the
copies of the supplemented or amended prospectus contemplated by subdivision
(vii) of this Section 2.2 and, if so directed by the Company, will deliver
to the Company all copies, other than permanent file copies, then in such
Purchaser’s possession of the prospectus relating to such Registrable Securities
current at the time of receipt of such notice.
2.3 Preparation;
Reasonable Investigation.
In
connection with the preparation and filing of the Registration Statement under
the Securities Act pursuant to this Agreement, the Company will give the holders
of Registrable Securities registered under the Registration Statement, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment thereof or supplement thereto, and will give each of them such access
to its books and records and such opportunities to discuss the business of
the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary to conduct a reasonable
investigation within the meaning of the Securities Act.
2.4 Indemnification.
(a) Indemnification
by the Company.
The
Company will, and hereby does agree to, indemnify and hold harmless the holder
of any Registrable Securities covered by the Registration Statement, its
directors and officers, and each other Person, if any, who controls such holder
within the meaning of the Securities Act against any losses, claims, damages
or
liabilities, joint or several, to which such holder or any such director or
officer or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
or
proceedings, whether commenced or threatened, 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, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, 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 the Company will reimburse such holder
and each such director, officer and controlling person for any legal or any
other expenses reasonably incurred by them in connection with investigating
or
defending any such loss, claim, liability, action or proceeding, provided that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof)
or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such holder stating that it is for use in the
preparation thereof and, provided further that the Company shall not be liable
to any Person to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of such Person’s
failure to send or give a copy of the final prospectus, as the same may be
then
supplemented or amended, within the time required by the Securities Act to
the
Person asserting the existence of an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus or an amendment
or
supplement thereto. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such holder or any
such
director, officer or controlling person and shall survive the transfer of such
securities by such holder.
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(b) Indemnification
by the Sellers.
Each
Purchaser agrees, and any other seller of Registrable Securities must agree,
as
a condition to including any Registrable Securities in the Registration
Statement, to indemnify and hold harmless (in the same manner and to the same
extent as set forth in subdivision (a) of this Section 2.4) the Company, each
director of the Company, each officer of the Company and each other Person,
if
any, who controls the Company within the meaning of the Securities Act, with
respect to any statement or alleged statement in or omission or alleged omission
from such registration statement, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or any amendment or supplement thereto,
if such statement or alleged statement or omission or alleged omission was
made
in reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by such Purchaser or other seller
specifically stating that it is for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement. This indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any
such
director, officer or controlling person and shall survive the transfer of such
securities by the Purchaser or other such seller.
(c) Notices
of Claims, etc.
Promptly after receipt by an indemnified party of notice of the commencement
of
any action or proceeding involving a claim referred to in the preceding
subdivisions of this Section 2.4, such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to the latter of the commencement of such action, provided that the failure
of
any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of this
Section 2.4, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party’s reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, the indemnifying party shall be
entitled to participate in and to assume the defense thereof, jointly with
any
other indemnifying party similarly notified, to the extent that the indemnifying
party may wish, 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 the defense thereof, the indemnifying party shall not
be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter
into
any settlement of any such action 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, or a covenant not to xxx, in respect to such
claim or litigation. No indemnified party shall consent to entry of any judgment
or enter into any settlement of any such action the defense of which has been
assumed by an indemnifying party without the consent of such indemnifying
party.
(d) Other
Indemnification.
Indemnification similar to that specified in the preceding subdivisions of
this
Section 2.4 (with appropriate modifications) shall be given by the Company
and
each seller of Registrable Securities with respect to any required registration
or other qualification of securities under any Federal or state law or
regulation of any governmental authority, other than the Securities
Act.
(e) Indemnification
Payments.
The
indemnification required by this Section 2.4 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as
and
when bills are received or expense, loss, damage or liability is
incurred.
(f) Contribution.
If the
indemnification provided for in the preceding subdivisions of this Section
2.4
is unavailable to an indemnified party in respect of any expense, loss, claim,
damage or liability referred to therein, then each indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid
or
payable by such indemnified party as a result of such expense, loss, claim,
damage or liability (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the holder on
the
other from the distribution of the Registrable Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law,
in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company
on the one hand and of the holder on the other in connection with the statements
or omissions which resulted in such expense, loss, damage or liability, as
well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the holder on the other in connection with
the distribution of the Registrable Securities shall be deemed to be in the
same
proportion as the total net proceeds received by the Company from the initial
sale of the Registrable Securities by the Company to the Purchasers bear to
the
gain, if any, realized by all selling holders participating in such offering.
The relative fault of the Company on the one hand and of the holder, on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission to state
a
material fact relates to information supplied by the Company or by the holder
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, provided that
the
foregoing contribution agreement shall not inure to the benefit of any
indemnified party if indemnification would be unavailable to such indemnified
party by reason of the provisions contained in the first sentence of subdivision
(a) of this Section 2.4, and in no event shall the obligation of any
indemnifying party to contribute under this subdivision (f) exceed the amount
that such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under subdivision (b) of
this Section 2.4 had been available under the circumstances.
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The
Company and the holders of Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this subdivision (f) were
determined by pro rata allocation (even if the holders were treated as one
entity for such purpose) or by any other method of allocation that does not
take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the
losses, claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
in
the preceding sentence and subdivision (c) of this Section 2.4, any legal or
other expenses reasonably incurred by such indemnified party in connection
with
investigating or defending any such action or claim.
Notwithstanding
the provisions of this subdivision (f), no holder of Registrable Securities
shall be required to contribute any amount in excess of the amount by which
the
net proceeds received by such holder from the sale of Registrable Securities
exceeds the amount of any damages that such holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission. 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.
3. Definitions.
As used
herein, unless the context otherwise requires, the following terms have the
following respective meanings:
“Commission”:
The
Securities and Exchange Commission or any other Federal agency at the time
administering the Securities Act.
“Common
Stock”:
As
defined in Section 1.
“Company”:
As
defined in the introductory paragraph of this Agreement.
“Conversion
Shares”:
As
defined in Section 1.
“Exchange
Act”:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
of
the Commission thereunder.
“Notes”:
As
defined in Section 1, such term to include any securities issued in substitution
of or in addition to such Notes.
“Person”:
A
corporation, association, partnership, organization, business, individual,
governmental or political subdivision thereof or a governmental
agency.
“Purchasers”:
As
defined in the introductory paragraph of this Agreement.
“Registrable
Securities”:
The
Securities and any securities issued or issuable with respect to such Securities
by way of stock dividend or stock split or in connection with a combination
of
shares, recapitalization, merger, consolidation or other reorganization or
otherwise. Once issued such securities shall cease to be Registrable Securities
when (a) a registration statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall
have been disposed of in accordance with such registration statement, (b) they
shall have been distributed to the public pursuant to Rule 144 (or any successor
provision) under the Securities Act, (c) they shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent disposition
of
them shall not require registration or qualification of them under the
Securities Act or any similar state law then in force, (d) they shall have
ceased to be outstanding, (e) on the expiration of the Registration Maintenance
Period or (f) any and all legends restricting transfer thereof have been removed
in accordance with the provisions of Rule 144(k) (or any successor provision)
under the Securities Act.
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“Registration
Expenses”:
All
expenses incident to the Company’s performance of or compliance with this
Agreement, including, without limitation, all registration, filing and listing
fees (if any), all fees and expenses of complying with securities or blue sky
laws, all word processing, duplicating and printing expenses, messenger and
delivery expenses, the fees and disbursements of counsel for the Company and
of
its independent public accountants, including the expenses of any special audits
required by or incident to such performance and compliance, premiums and other
costs of policies of insurance of the Company against liabilities arising out
of
the public offering of the Registrable Securities being registered, but
excluding underwriting discounts and commissions and transfer taxes, if
any.
“Registration
Maintenance Period”:
As
defined in Section 2.2(ii).
“Securities
Act”:
The
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder.
“Securities
Purchase Agreement”:
As
defined in Section 1.
“Warrant
Shares”:
As
defined in Section 1.
4. Rule
144.
The
Company shall timely file the reports required to be filed by it under the
Securities Act and the Exchange Act (including but not limited to the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph
(c)
of Rule 144 adopted by the Commission under the Securities Act) and the rules
and regulations adopted by the Commission thereunder (or, if the Company is
not
required to file such reports, will, upon the request of any holder of
Registrable Securities, make publicly available other information) and will
take
such further action as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder
to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by (a) Rule 144 under the Securities
Act, as such Rule may be amended from time to time, or (b) any similar rule
or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with the requirements of this Section
4.
5. Amendments
and Waivers.
This
Agreement may be amended and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, only if the
Company shall have obtained the written consent to such amendment, action or
omission to act, of the holder or holders of the sum of the 51% or more of
the
shares of (i) Registrable Securities issued at such time, plus (ii) Registrable
Securities issuable upon exercise or conversion of the Securities then
constituting derivative securities (if such Securities were not fully exchanged
or converted in full as of the date such consent is sought). Each holder of
any
Registrable Securities at the time or thereafter outstanding shall be bound
by
any consent authorized by this Section 5, whether or not such Registrable
Securities shall have been marked to indicate such consent.
6. Nominees
for Beneficial Owners.
In the
event that any Registrable Securities are held by a nominee for the beneficial
owner thereof, the beneficial owner thereof may, at its election, be treated
as
the holder of such Registrable Securities for purposes of any request or other
action by any holder or holders of Registrable Securities pursuant to this
Agreement or any determination of any number or percentage of shares of
Registrable Securities held by any holder or holders of Registrable Securities
contemplated by this Agreement. If the beneficial owner of any Registrable
Securities so elects, the Company may require assurances reasonably satisfactory
to it of such owner’s beneficial ownership of such Registrable
Securities.
7. Notices.
Except
as otherwise provided in this Agreement, all notices, requests and other
communications to any Person provided for hereunder shall be in writing and
shall be given to such Person (a) in the case of a party hereto other than
the
Company, addressed to such party in the manner set forth in the Securities
Purchase Agreement or at such other address as such party shall have furnished
to the Company in writing, or (b) in the case of any other holder of Registrable
Securities, at the address that such holder shall have furnished to the Company
in writing, or, until any such other holder so furnishes to the Company an
address, then to and at the address of the last holder of such Registrable
Securities who has furnished an address to the Company, or (c) in the case
of
the Company, at the address set forth on the signature page hereto, to the
attention of its President, or at such other address, or to the attention of
such other officer, as the Company shall have furnished to each holder of
Registrable Securities at the time outstanding. Each such notice, request or
other communication shall be effective (i) if given by mail, 72 hours after
such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (ii) if given by any other means (including, without
limitation, by fax or air courier), when delivered at the address specified
above, provided that any such notice, request or communication shall not be
effective until received.
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8. Assignment.
This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the benefit
of the parties hereto other than the Company shall also be for the benefit
of
and enforceable by any subsequent holder of any Registrable Securities. Each
of
the Holders of the Registrable Securities agrees, by accepting any portion
of
the Registrable Securities after the date hereof, to the provisions of this
Agreement including, without limitation, appointment of the Sellers’
Representative to act on behalf of such Holder pursuant to the terms hereof
which such actions shall be made in the good faith discretion of the Sellers’
Representative and be binding on all persons for all purposes.
9. Descriptive
Headings.
The
descriptive headings of the several sections and paragraphs of this Agreement
are inserted for reference only and shall not limit or otherwise affect the
meaning hereof.
10. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
OF
THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF FLORIDA WITHOUT
REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.
11. Counterparts.
This
Agreement may be executed by facsimile and may be signed simultaneously in
any
number of counterparts, each of which shall be deemed an original, but all
such
counterparts shall together constitute one and the same instrument.
12. Entire
Agreement.
This
Agreement embodies the entire agreement and understanding between the Company
and each other party hereto relating to the subject matter hereof and supersedes
all prior agreements and understandings relating to such subject
matter.
13. Severability.
If any
provision of this Agreement, or the application of such provisions to any Person
or circumstance, shall be held invalid, the remainder of this Agreement, or
the
application of such provision to Persons or circumstances other than those
to
which it is held invalid, shall not be affected thereby.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered by their respective officers thereunto duly authorized as of the
date
first above written.
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IDENTICA
HOLDINGS CORPORATION.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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PURCHASERS
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Print
Name:
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Name:
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Name:
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Print
Name:
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[Signature
page to Registration Rights Agreement]
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