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Title: |
Registration Rights Agreement |
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Date: |
2007 |
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Preview shows 9KB of 44KB total |
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Price: |
$41 |
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ID: |
#2998697 |
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REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of August ___, 2007, between INCENTRA SOLUTIONS, INC., a Nevada corporation (the ?Company?), and PAUL CHOPRA (?Shareholder?).
WITNESSETH:
WHEREAS, pursuant to the terms of a Stock Purchase Agreement dated as of August ___, 2007 (the ?Purchase Agreement?) between the Company and Shareholder, the Company has agreed to issue to the Shareholder a Convertible Promissory Note (the ?Convertible Note?), convertible into such number of shares of Common Stock, $.001 par value, of the Company (the ?Common Stock?) as determined pursuant to the Convertible Note; and
WHEREAS, as a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement, the Company has agreed to provide certain registration rights pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. For purposes of this Agreement, capitalized terms used herein shall have the meanings set forth in the preambles hereto and in this Section 1.
1.1 ?Commission? shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
1.2 ?Common Stock? shall mean the common stock, par value $.001 per share, of the Company or, in the case of a conversion, reclassification or exchange of such shares of such Common Stock, shares of the stock issued or issuable in respect of such shares of Common Stock, and all provisions of this Agreement shall be applied appropriately thereto and to any stock resulting therefrom.
1.3 ?Exchange Act? shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute enacted hereafter, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.
1.4 ?Existing Rights Agreements? shall mean (i) the Registration Rights Agreement dated as of October 10, 2000 between the Company and Equity Pier LLC (ii) the warrant agreement between the Company and Equity Pier LLC dated March 28, 2001, (iii) the Form S-1 Registration Statement filed on or about May 4, 2007, (iv) the Registration Rights Agreement between the Company and former ManagedStorage International, Inc. shareholders
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dated August 18, 2004, (v) the Registration Rights Agreement dated as of March 30, 2005 between the Company and Barry R. Andersen and Gary L. Henderson, (vi) the Amended and Restated Registration Rights Agreement dated as of January 6, 2006, between the Company and Laurus Master Fund Ltd., (vii) the Registration Rights Agreement dated as of March 31, 2006 by and between the Company and Laurus Master Fund Ltd. (viii) the Registration Rights Agreement dated as of April 13, 2006 between the Company and Joseph J. Graziano, (ix) the Registration Rights Agreement dated as of April 13, 2006 between the Company and Transitional Management Consultants, Inc., (x) the Registration Rights Agreement dated June 26, 2006 between the Company, RAB American Opportunities Fund Limited, RAB North American Dynamic Fund and others, (xi) the Registration Rights Agreement dated August 24, 2006 between the Company, Craig Armstrong and Amherst Holdings, LLC, and (xii) the Registration Rights Agreement dated July 31, 2007 between the Company and Calliope Capital Corporation.
1.5 ?Holder? shall mean any holder of Registrable Securities; provided, however, that any Person who acquires any of the Registrable Securities in a distribution pursuant to a registration statement filed by the Company under the Securities Act or pursuant to a public sale under Rule 144 under the Securities Act or any similar or successor rule shall not be considered a Holder.
1.6 ?Initiating Holders? shall mean Holders representing (on a fully diluted basis) at least sixty-six and 2/3 percent (66 2/3%) of the total number of Registrable Securities.
1.7 ?Person? shall mean any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.
1.8 ?Register?, ?registered? and ?registration? shall refer to a registration effected by preparing and filing a registration statement with the Commission in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement by the Commission.
1.9 ?Registrable Securities? shall mean (A) the shares of Common Stock issued to the Shareholder pursuant to the Purchase Agreement, (B) the shares of Common Stock issued to the Shareholder upon conversion of the Convertible Note and (C) any stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referred to in clauses (A) and (B); provided, however, that such shares of Common Stock shall only be treated as Registrable Securities hereunder if and so long as they have not been sold in a registered public offering or have not been sold to the public pursuant to Rule 144 under the Securities Act or any similar or successor rule.
1.10 ?Registration Expenses? shall mean all expenses incurred by the Company in compliance herewith, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, the reasonable fees and expenses (subject to documentation thereof) of one counsel for all Holders
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and Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).
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