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Title: |
Registration Rights Agreement |
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Date: |
2007 |
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Preview shows 7KB of 42KB total |
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$41 |
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ID: |
#2998706 |
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this ?Agreement?) is made and entered into as of July 31, 2007, by and between INCENTRA SOLUTIONS, INC., a Nevada corporation (the ?Company?), and Calliope Capital Corporation (the ?Purchaser?).
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the ?Securities Purchase Agreement?), and pursuant to the Warrant referred to therein.
The Company and the Purchaser hereby agree as follows:
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1.Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement shall have the meanings given such terms in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: |
?Commission? means the Securities and Exchange Commission.
?Common Stock? means shares of the Company?s common stock, par value $0.001 per share.
?Effectiveness Date? means (i) with respect to the initial Registration Statement required to be filed hereunder, a date no later than one hundred eighty (180) days following the date hereof and (ii) with respect to each additional Registration Statement required to be filed hereunder, a date no later than thirty (30) days following the applicable Filing Date.
?Effectiveness Period? has the meaning set forth in Section 2(a).
?Exchange Act? means the Securities Exchange Act of 1934, as amended, and any successor statute.
?Filing Date? means, with respect to (i) the shares of Common Stock issuable upon exercise of the initial Warrant referred to in the Securities Purchase Agreement, a date no later than sixty (60) days following the date hereof, (ii) the shares of Common Stock issuable upon the exercise of any other Warrant issued in connection with the Securities Purchase Agreement, the date which is thirty (30) days after the date of the issuance of such Warrant, and (iii) the shares of Common Stock issuable to the Holder as a result of adjustments to the Exercise Price made pursuant to the Warrant or otherwise, thirty (30) days after the occurrence such event or the date of the adjustment of the Exercise Price.
?Holder? or ?Holders? means the Purchaser or any of its affiliates or transferees to the extent any of them hold Registrable Securities, other than those purchasing Registrable Securities in a market transaction.
?Indemnified Party? has the meaning set forth in Section 5(c).
?Indemnifying Party? has the meaning set forth in Section 5(c).
?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 the 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 the 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 the shares of Common Stock issued upon the exercise of the Warrants.
?Registration Statement? means each registration statement required to be filed hereunder, including the Prospectus therein, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.
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