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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 10KB of 63KB total |
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Price: |
$47 |
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ID: |
#1209634 |
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This Registration Rights Agreement (this Agreement) is made and entered into as of December 2, 2005, among Intrusion Inc., a Delaware corporation (the Company), and the purchasers signatory hereto (each such purchaser is a Purchaser and collectively, the Purchasers).
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the Purchase Agreement).
The Company and the Purchasers hereby agree as follows:
1. Definitions
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
Advice shall have the meaning set forth in Section 6(d).
Blackout Period shall have the meaning set forth in Section 3(j).
Effectiveness Date means, with respect to the Registration Statement required to be filed hereunder, the 120th calendar day following the date; provided, however, in the event the Company is notified by the Commission that the above Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the date required above.
Effectiveness Period shall have the meaning set forth in Section 2(a).
Event shall have the meaning set forth in Section 2(b).
Event Date shall have the meaning set forth in Section 2(b).
Filing Date means, with respect to the Registration Statement required hereunder, the 35th calendar day following the date hereof.
Holder or Holders means the holder or holders, as the case may be, from time to time of Registrable Securities.
Indemnified Party shall have the meaning set forth in Section 5(c).
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Indemnifying Party shall have the meaning set forth in Section 5(c).
Losses shall have the meaning set forth in Section 5(a).
Plan of Distribution shall have the meaning set forth in Section 2(a).
Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.
Prospectus means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
Registrable Securities means, as of the date in question, (i) all of the shares of Common Stock issuable upon conversion in full of the shares of Preferred Stock, (ii) all Warrant Shares, (iii) all of the shares of the Common Stock issuable upon the exercise of that certain Representatives Warrant for the Purchase of Shares of Common Stock dated December 2, 2005, issued by the Company to Stonegate Securities, Inc., and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing and any other securities issued in exchange of or replacement thereof; until the Registration Statement has been declared effective by the Commission and continues to be effective during the Effectiveness Period, or until such share is sold in compliance with Rule 144 or may be sold pursuant to Rule 144(k), after which time such share shall not be a Registrable Security.
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