REGISTRATION RIGHTS AGREEMENT
Exhibit 10.2
Execution Copy
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2007, is by and
between INNUITY, INC., a Utah corporation (the “Company”), and each of the entities whose names
appear on the signature pages hereof. Such entities are each referred to herein as an “Investor”
and, collectively, as the “Investors”.
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”), to issue and
sell to each Investor named therein (A) one or more 15% Senior Secured Notes in the form attached
to the Securities Purchase Agreement (each, a “Note” and, collectively, the “Notes”) and (B) a
Warrant in the form attached to the Securities Purchase Agreement (each, a “Warrant” and,
collectively, the “Warrants”). The Warrants are exercisable into shares of Common Stock (the
"Warrant Shares”) in accordance with their terms.
In order to induce each Investor to enter into the Securities Purchase Agreement, the Company
has agreed to provide certain registration rights under the Securities Act of 1933, as amended (the
"Securities Act”), and under applicable state securities laws.
In consideration of each 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.
For purposes of this Agreement, the following terms shall have the meanings specified:
”Effective Date” means the date on which the Registration Statement is declared
effective by the Commission.
”Filing Deadline” means the forty fifth (45th) calendar day following the Closing Date.
”Holder” means any person owning or having the right to acquire, through exercise of
the Warrants or otherwise, Registrable Securities, including initially each Investor and
thereafter any permitted assignee thereof.
”Registrable Securities” means the Warrant Shares and any other shares of Common Stock
(or other securities) issued or issuable pursuant to the terms of the Warrants, and any 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 the Warrant Shares.
”Registration Deadline” means the one hundred fiftieth (150th) calendar day following
the Closing Date.
”Registration Period” has the meaning set forth in Section 2(b) 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.
Capitalized terms used herein and not otherwise defined shall have the respective meanings
specified in the Securities Purchase Agreement. 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 contained in this Agreement 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 SB-2 as a “shelf”
registration statement under Rule 415 covering the resale of a number of shares of Registrable
Securities equal to two hundred percent (200%) of the number of Warrant Shares that would be
issuable if the Warrants were then exercised in full (such number to be determined without regard
to any limitation or restriction on (x) the issuance of such Registrable Securities or (y) the
exercise of any Warrants). 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 upon the exercise of the Warrants 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 two (2) 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 to a time and date not later
than two (2) Business Days after the submission of such request. The Company shall use its best
efforts to 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 (“Rule 144(k)”) or any
successor provision (the period beginning on the Registration Deadline and ending on the earliest
to occur of clause (i) or (ii)
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above being referred to herein as the “Registration Period”) or until such later date as the
Company shall determine.
(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(j) of this Agreement, 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, no later than two (2) Business Days after the date on which such Registration Default
occurs, make a cash payment to each Holder equal to such Holder’s pro rata share (based on the
number of Registrable Securities then held by or issuable to such Holder as compared to the number
of Registrable Securities then held by or issuable to all Holders; in each case, without regard to
any limitation or restriction on (x) the issuance of such Registrable Securities or (y) the
exercise of any Warrants) of one percent (1%) of the aggregate Purchase Price paid by all of the
Investors under the Securities Purchase Agreement for the Notes and Warrants (such amount, the
"Registration Default Payment Amount”). In addition to the foregoing payment, the Company shall,
for each calendar month in which a Registration Default occurred and/or existed, make an additional
cash payment to each Holder equal to such Holder’s pro rata share of the Registration Default
Payment Amount (pro rated for partial months), and the payment for each such calendar month shall
be due on the last day of such calendar month; provided, however, that if the applicable
Registration Default is cured prior to the end of a calendar month, then the cash payment for such
month shall be made no later than two (2) Business Days after the date on which such Registration
Default was cured. 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, under any of the other
Transaction Documents, or otherwise.
(d) Black-Out Period. Notwithstanding the Company’s obligations under this Agreement,
if in the good faith judgment of the Company, following consultation with legal counsel, it would
be detrimental to the Company or its stockholders for resales of Registrable Securities to be made
pursuant to the Registration Statement due to the existence of a material development involving the
Company which the Company would be obligated to disclose in the Registration Statement, which
disclosure would be premature or otherwise inadvisable at such time or would have a Material
Adverse Effect, the Company shall have the right to suspend the use of the Registration Statement
for a period of not more than five (5) consecutive Trading Days (the “Black-out Period”); provided,
however, that the Company may so defer or suspend the use of the Registration Statement for no more
than an aggregate of thirty (30) Trading Days in any twelve-month period. If the use of the
Registration Statement is suspended by the Company under this Section 2(d), the Company shall
promptly give written notice of the suspension to the Holders and shall promptly notify the Holders
in writing as soon as the use of the Registration Statement may be resumed.
(e) Allocation of Registered Shares. The initial number of Warrant Shares included in
any Registration Statement and each increase in the number thereof included therein
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shall be allocated pro rata among the Holders based on the number of Registrable Securities
then held by or issuable to such Holder as compared to the number of Registrable Securities then
held by or issuable to all Holders (in each case, without regard to any limitation or restriction
on (x) the issuance of such Registrable Securities or (y) the exercise of any Warrants). 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.
(f) 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 that otherwise includes the Registrable
Securities 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). The Company shall not 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 other than 1,607,620 additional shares of Common Stock to satisfy its registration
obligations disclosed on Schedule 3.12 to the Securities Purchase Agreement.
3. OBLIGATIONS 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 all Registrable Securities
issuable upon exercise of the Warrants, 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
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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) provide to each Holder and its representatives the opportunity to conduct a reasonable
inquiry of the Company’s financial and other records during normal business hours and make
available during normal business hours its officers, directors and employees for questions
regarding information which such Holder may reasonably request in order to fulfill any due
diligence obligation on its part;
(i) 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
(j) in the event that, at any time, the number of shares available under the Registration
Statement is insufficient to cover one hundred and twenty-five percent (125%) of the Registrable
Securities issued or issuable to the Holders under the Warrants (such number to be determined using
the Exercise Price in effect at such time and without regard to any limitation or restriction on
(x) the issuance of such Registrable Securities or (y) the exercise of any Warrants) 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
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statement, or both, covers no less than two hundred percent (200%) of the Registrable Securities
issued or issuable to the Holders under the Warrants (such number to be determined using the
Exercise Price in effect at the time of such amendment or filing and without regard to any
limitation or restriction on (x) the issuance of such Registrable Securities or (y) the exercise of
any Warrants). 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(j) 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 under the Warrants
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) of this Agreement.
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) of this Agreement, 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 will 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 it has sold all of the Registrable Securities
beneficially owned by it; 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; and immediately
discontinue any sale or other disposition of such Registrable Securities pursuant to such
Registration Statement until the filing of an amendment or supplement 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.
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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 Securities Exchange Act of 1934, as amended
(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) of this Agreement, 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 to the
extent (and only to the extent) that 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) of this
Agreement, 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
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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 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).
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(e) The obligations of the Company and each Holder under this Section 5 shall survive the
exercise of the Warrants in full, the completion of any offering or sale of Registrable Securities
pursuant to a Registration Statement under this Agreement, or otherwise.
6. REPORTS.
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:
(a) make and keep public information available, as those terms are understood and defined in
Rule 144;
(b) file with the Commission in a timely manner all reports and other documents required of
the Company under the Exchange Act; and
(c) 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) of this Agreement, shall be borne by the Company.
(b) 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.
(c) 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.
(d)
Successors and Assigns. The terms and conditions of this
Agreement shall inure
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to the benefit of and be binding upon the respective successors and permitted assigns of the
parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided in
this Agreement. A Holder may assign its rights and obligations hereunder in connection with any
private sale or transfer of the Note, Warrant or Registrable Securities in accordance with the
terms hereof and of the other Transaction Documents, as long as, as a condition precedent to such
transfer, the transferee executes an acknowledgment agreeing to be bound by the applicable
provisions of this Agreement, in which case the term “Holder” shall be deemed to refer to such
transferee as though such transferee were an original signatory hereto. The Company may not assign
its rights or obligations under this 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. This
Agreement, once executed by a party, may be delivered to any other party hereto by facsimile
transmission.
(f) Headings. The headings in this Agreement are for convenience only and are not to
be considered in construing or interpreting this Agreement.
(g) 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 and (ii) on the next Business Day after timely delivery
to a reputable overnight courier, addressed as follows:
If to the Company:
Innuity, Inc.
0000 000xx Xxxxxx XX
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
0000 000xx Xxxxxx XX
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy (which shall not constitute notice) to:
DLA Piper US LLP
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
and if to a Holder, to such address for such party as shall appear on the signature page of the
Securities Purchase Agreement executed by such party, or as shall be designated by such party in
writing to the other parties hereto in accordance this Section 7(g).
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(h) Entire Agreement; Amendments. This Agreement and the other Transaction Documents
constitute the entire agreement between the parties with regard to the subject matter hereof and
thereof, superseding all prior agreements or understandings, whether written or oral, between or
among the parties. No amendment, modification or other change to this Agreement or waiver of any
agreement or other obligation of the parties under this Agreement may be made or given unless such
amendment, modification or waiver is set forth in writing and is signed by the Company and by the
holders of a majority of the Registrable Securities into which the Warrants then outstanding are
exercisable (without regard to any limitation on the exercise of the Warrants). Any waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the
date first-above written.
INNUITY, INC.
By:
|
/s/ XXXX X. XXXX
Title: Chief Executive Officer |
IMPERIUM MASTER FUND, LTD.
| By: | Imperium Advisers, LLC | |||||
| By: | /s/ XXXXXXX XXXXXXX
Title: General Counsel |
|||||
