REGISTRATION RIGHTS AGREEMENT
by and among
Visual Bible International, Inc.
and
The Investors Signatory Hereto
December 23, 2002
Registration Rights Agreement (the "Agreement"), dated as December
23, 2002, by and among Visual Bible International, Inc., a Florida
corporation (the "Company"), and each of the investors signatory
hereto (each, an "Investor" and collectively, the "Investors").
A. Certain of the Investors have executed a subscription agreement
(each, a "Subscription Agreement") for the purchase of Units (as
defined therein) consisting of certain debentures, shares of Common
Stock (as defined below) and warrants to purchase Common Stock.
This Agreement is being executed in connection with the purchase of
the Units.
B. Certain of the Investors are current holders of Common Stock
for whom the Company has agreed to extend the benefits of this
Agreement.
C. Capitalized terms used herein but not otherwise defined shall
have the meanings ascribed to them in the Subscription Agreement.
In consideration of the parties mutual covenants and agreements
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. Definitions.
(a) The term "Common Stock" means the shares of the Company's
Common Stock, par value $0.001 per share, or any other securities
into which the Common Stock may hereafter be converted or for which
the Common Stock may be exchanged.
(b) The term "Holder" means any person owning or having the right
to acquire Registrable Securities or any assignee thereof in
accordance with Section 8 of this Agreement.
(c) The terms "register" "registered," and "registration" refer to
a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act,
and the declaration or ordering of effectiveness of such
registration statement or document.
(d) The term "Registrable Securities" means (i) the shares of
Common Stock held by any Investor or issuable or issued upon
conversion of any other class or series of capital stock of the
Company (including warrants) held by any Investor; and (ii) any
other shares of Common Stock of the Company issued as (or issuable
upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of, the shares
described in clause (i); provided, however, that the foregoing
definition shall exclude in all cases any Registrable Securities
sold by any person in a transaction in which its, his or her rights
under this Agreement are not assigned. Notwithstanding the
foregoing, Common Stock or other securities shall only be treated as
Registrable Securities until they have (A) been sold to or through a
broker or dealer or underwriter in a public distribution or a public
securities transaction, (B) been sold in a transaction under Rule
144 under the Securities Act, or (C) become eligible for sale
pursuant to Rule 144(k) under the Securities Act.
(e) The term "Securities Act" means the Securities Act of 1933, as
amended.
(f) The term "SEC" means the Securities and Exchange Commission.
Section 2. Shelf Registration.
(a) The Company will at its cost, on or before April 30, 2003, file
with the SEC, and shall use its all commercially reasonable efforts
to have declared effective on or before September 30, 2003, a
registration statement (the "Shelf Registration Statement") on an
appropriate form under the Securities Act, relating to the offer and
sale of Registrable Securities by the Holders thereof from time to
time in accordance with Rule 415 under the Securities Act.
(b) The Company shall keep the Shelf Registration Statement
continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant
shares of the Common Stock until all the Registrable Securities
covered by the Shelf Registration Statement has been sold pursuant
thereto.
(c) Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall cause the Shelf Registration Statement,
and the related prospectus and any amendment or supplement thereto,
as of the effective date of the Shelf Registration Statement, or
amendment or supplement thereto,
(i) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of
the SEC; and
(ii) not to contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
Section 3. Registration Procedures. In connection with the
registration pursuant to Rule 415 under the Securities Act
contemplated by Section 2 hereof (the "Shelf Registration"), the
following provisions shall apply:
(a) At least three (3) days prior to the filing thereof with the
SEC, the Company shall furnish to the Holders a copy of the proposed
form of the Shelf Registration Statement and each amendment thereto
and each supplement, if any, to the prospectus included therein, and
shall in its reasonable judgment reflect in each such document, when
so filed with the SEC, such comments as such Holders may reasonably
propose.
(b) The Company shall give written notice to the Holders (which
notice pursuant to clauses (ii) (v) hereof shall be accompanied by
an instruction to suspend the use of the prospectus until the
requisite changes have been made):
(i) when the Shelf Registration Statement or any amendment thereto
has been filed with the SEC and when the Shelf Registration
Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC for amendments or supplements to the
Shelf Registration Statement or the prospectus included therein or
for additional information;
(iii) of the issuance by the SEC of any stop order suspending
the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for that purpose;
(iv) of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of
the Common Stock for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and
(v) of the happening of any event that requires the Company to make
changes in the Shelf Registration Statement or the prospectus in
order that the Shelf Registration Statement or the prospectus does
not contain any untrue statement of a material fact nor omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading.
(c) The Company shall make every reasonable effort to obtain the
withdrawal at the earliest possible time of any order suspending the
effectiveness of the Shelf Registration Statement.
(d) The Company shall furnish to each Holder included within the
coverage of the Shelf Registration, without charge, at least one (1)
copy of the Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference).
(e) The Company shall deliver to each Holder included within the
coverage of the Shelf Registration, without charge, as many copies
of the prospectus (including each preliminary prospectus) included
in the Shelf Registration Statement and any amendment or supplement
thereto as such person may reasonably request. The Company
consents, subject to the provisions of this Agreement, to the use of
the prospectus or any amendment or supplement thereto included in
the Shelf Registration Statement by each of the selling Holders in
connection with the offering and sale of the Common Stock covered by
such prospectus or any such amendment or supplement.
(f) Prior to any public offering of the Common Stock pursuant to
the Shelf Registration, the Company shall register or qualify or
cooperate with the Holders of Common Stock included therein and
their respective counsel in connection with the registration or
qualification of the Common Stock for offer and sale under the
securities or "blue sky" laws of such states of the United States as
any Holder reasonably requests in writing and do any and all other
acts or things necessary or advisable to enable the offer and sale
in such jurisdictions of the Common Stock covered by the Shelf
Registration Statement; provided, however, that the Company shall
not be required to (i) qualify generally to do business in any
jurisdiction where it is not then so qualified or (ii) take any
action which would subject it to general service of process or to
taxation in any jurisdiction where it is not then so subject.
(g) The Company shall cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing the
shares of Common Stock to be sold pursuant to the Shelf Registration
Statement free of any restrictive legends and in such denominations
and registered in such names as such Holders may request a
reasonable period of time prior to sales of the Common Stock
pursuant to the Shelf Registration Statement.
(h) Upon the occurrence of any event contemplated by paragraphs
(ii) through (v) of Section 2(b) above during the period for which
the Company is required to maintain an effective Shelf Registration
Statement, the Company shall promptly prepare and file a
post-effective amendment to the Shelf Registration Statement or a
supplement to the related prospectus and any other required document
so that, as thereafter delivered to Holders, the prospectus will not
contain an untrue statement of a material fact or omit to state any
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. If the Company notifies the Holders in
accordance with paragraphs (ii) through (v) of Section 2(b) above to
suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Holders shall suspend use of
such prospectus.
(i) The Company will comply with all rules and regulations of the
SEC to the extent and so long as they are applicable to the Shelf
Registration and will make generally available to its security
holders (or otherwise provide in accordance with Section 11(a) of
the Securities Act) an earnings statement satisfying the provisions
of Section 11(a) of the Securities Act, no later than 45 days after
the end of a 12-month period (or 90 days, if such period is a fiscal
year) beginning with the first month of the Company's first fiscal
quarter commencing after the effective date of the Shelf
Registration Statement, which statement shall cover such 12-month
period.
(j) The Company may require each Holder of Common Stock to be sold
pursuant to the Shelf Registration Statement to furnish to the
Company such information regarding such Holder and the distribution
of such Common Stock as the Company may from time to time reasonably
require for inclusion in the Shelf Registration Statement, and the
Company may exclude from such Shelf Registration Statement the
Common Stock of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.
(k) The Company shall enter into such customary agreements
(including, if requested, an underwriting agreement in customary
form) and take all such other action, if any, as any Holder shall
reasonably request in order to facilitate the disposition of shares
of the Common Stock pursuant to the Shelf Registration in an
underwritten offering or otherwise.
(l) The Company shall:
(i) make reasonably available for inspection by the Holders, any
underwriter participating in any disposition pursuant to the Shelf
Registration Statement and any attorney, accountant or other agent
retained by the Holders or any such underwriter, all relevant
financial and other records, pertinent corporate documents and
properties of the Company; and
(ii) cause the Company's officers, directors, employees, accountants
and auditors to supply all relevant information reasonably requested
by the Holders or any such underwriter, attorney, accountant or
agent in connection with the Shelf Registration Statement, in each
case as shall be reasonably necessary, in the judgment of such
Holder or any such underwriter, attorney, accountant or agent
referred to in this paragraph, to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act.
Until the Shelf Registration Statement is filed with the SEC, the
Company may require each Holder to agree to keep confidential any
non-public information, relating to the Company, received by such
Holder in accordance with this Section 3(l) and not disclose such
information (other than to an affiliate or prospective purchaser who
agrees to respect the confidentiality provisions of this Section
3(l)); provided that each Holder shall be released from its
confidentiality obligations hereunder to the extent necessary to
permit such Holder to trade its Common Stock in compliance with the
securities laws if the Company breaches its obligations to timely
file the Shelf Registration Statement and each Holder shall be
relieved of its confidentiality obligations hereunder if the release
of such information is required by law or necessary to respond to
inquiries of regulatory authorities. The foregoing requirement
shall exclude information which (i) is or becomes generally
available to the public other than as a result of disclosure by the
Holder or the Holder's Representatives, or (ii) becomes available to
the Holder or any of the Holder's Representatives on a
non-confidential basis from a source other than the Company or its
affiliates or Representatives, provided that neither the Holder or
any of the Holder's Representatives is aware that such source is
under an obligation (whether contractual, legal or fiduciary) to the
Company or its affiliates or Representatives to keep such
information confidential. For purposes hereof, the
"Representatives" of any entity means such entity's directors,
officers, employees, legal and financial advisors, accounts and
other agents and representatives.
(m) The Company, if requested by any Holder, shall cause
(i) its counsel to deliver an opinion and updates thereof relating
to the Registrable Securities in form and substance reasonably
acceptable to the Holder addressed to the selling Holders of the
applicable Common Stock or the managing underwriters, if any,
thereof and dated, in the case of the initial opinion, the effective
date of such Shelf Registration Statement, it being agreed that the
matters to be covered by such opinion shall include, without
limitation, the due incorporation and good standing of the Company
and its subsidiaries; the due authorization, execution and delivery
of the relevant agreement of the type referred to in Section 3(k)
hereof; the due authorization and issuance of the Common Stock; the
absence of material legal or governmental proceedings involving the
Company; the absence of governmental approvals required to be
obtained in connection with the Shelf Registration Statement, the
offering and sale of the Common Stock or any agreement of the type
referred to in Section 3(k) hereof; the compliance as to form of
such Shelf Registration Statement and any documents incorporated by
reference therein and of the Indenture with the requirements of the
Securities Act, respectively; and, as of the date of the opinion and
as of the effective date of the Shelf Registration Statement or most
recent post effective amendment thereto, as the case may be, the
absence from such Shelf Registration Statement and the prospectus
included therein, as then amended or supplemented, and from any
documents incorporated by reference therein, of an untrue statement
of a material fact or the omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading (in the case of any such documents, in the
light of the circumstances existing at the time that such documents
were filed with the SEC under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), all subject to customary
assumptions and qualifications and otherwise in form and content
customary for similar opinions;
(ii) its officers to execute and deliver all customary documents and
certificates and updates thereof requested by the selling Holders of
the applicable shares of Common Stock or any underwriters of the
applicable shares of Common Stock; and
(iii) its independent public accountants to provide to the
selling Holders of the applicable Common Stock and any underwriter
therefor a comfort letter in customary form and covering matters of
the type customarily covered in comfort letters in connection with
primary underwritten offerings, subject to receipt of appropriate
documentation as contemplated, and only if permitted, by Statement
of Auditing Standards No. 72.
(n) The Company shall use all commercially reasonable efforts to
take all other steps necessary to effect the registration of the
Registrable Securities contemplated hereby.
Section 4. Registration Expenses. The Company shall bear all
fees and expenses incurred in connection with the performance of its
obligations under Sections 2 and 3 hereof, whether or not the Shelf
Registration is filed or becomes effective, and, shall bear or
reimburse the Holders of the Common Stock covered thereby, for the
reasonable fees and disbursements of one firm of counsel designated
by the Holders of a majority of the outstanding shares of the Common
Stock covered thereby to act as counsel for the Holders in
connection therewith.
Section 5. Indemnification.
(a) The Company will indemnify and hold harmless each Holder, any
underwriter (as defined in the Securities Act) for such Holder and
each person, if any, who controls such Holder or underwriter within
the meaning of the Securities Act or the Securities Exchange Act of
1934, as amended (the "Exchange Act") and their respective
directors, officers, agents and representatives, against any losses,
claims, damages, or liabilities joint or several) to which they may
become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof arise out of or are based
upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto; (ii) the
omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements
therein not misleading; or (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law; and
the Company will pay to each such Holder, underwriter or controlling
person, as incurred, any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the
Company shall not be liable to any Holder, underwriter or
controlling person for any such loss, claim, damage, liability, or
action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with
such registration by any such Holder, underwriter or controlling
person.
(b) Each selling Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed
the registration statement, each person, if any, who controls the
Company within the meaning of the Securities Act, any underwriter,
any other Holder selling Securities in such registration statement
and any controlling person of any such underwriter or other Holder,
against any losses, claims, damages, or liabilities (joint or
several) to which any of the foregoing persons may become subject,
under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that
such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in
connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any
person intended to be indemnified pursuant to this Section 5(b), in
connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that in no event
shall any indemnity under this Section 5(b) exceed the net proceeds
from the offering received by such Holder.
(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under
this Section 5, 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 the extent the indemnifying
party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties which
may be represented without conflict by one counsel) shall have the
right to retain one separate counsel, with the reasonable fees and
expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to
deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its
ability to defend such action, shall relieve such indemnifying party
of any liability to the indemnified party under this Section 5, 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.
(d) If the indemnification provided for in this Section 5 is held
by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage
or expense referred to therein, then the indemnifying party, in lieu
of indemnifying such indemnified party hereunder, shall contribute
to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on
the other in connection with the statements or omission that
resulted in such loss, liability, claim, damage or expense as well
as any other relevant equitable considerations; provided, that in no
event shall any contribution by a Holder under this Section 5(d)
exceed the net proceeds from the offering received by such Holder.
The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and
the parties' relative intent. knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(e) The obligations of the Company and Holders under this Section 5
shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 2.
Section 6. Rules 144 and 144A. The Company shall use its best
efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at
any time the Company is not required to file such reports, it will,
upon the request of any Holder, make publicly available other
information so long as necessary to permit sales of their
Registrable Securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder 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 Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy
of this Agreement to prospective purchasers of Registrable
Securities identified to the Company upon request. Upon the request
of any Holder, the Company shall deliver to such Holder a written
statement as to whether the Company has complied with such
requirements.
Section 7. Underwritten Registrations. If any of the
Registrable Securities covered by the Shelf Registration are to be
sold in an underwritten offering, the managing underwriters will be
selected by the Holders of a majority in aggregate principal amount
of such Registrable Securities to be included in such offering.
No person may participate in any underwritten registration hereunder
unless such person
(a) agrees to sell such person's Registrable Securities on the
basis reasonably provided in any underwriting arrangements approved
by the persons entitled hereunder to approve such arrangements; and
(b) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
Section 8. Assignment of Registration Rights. The rights to
cause the Company to register Registrable Securities pursuant to
this Section 8 may be assigned (but only with all related
obligations) by a Holder to a transferee or assignee of Registrable
Securities, provided, the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; and provided,
further, that such assignment shall be effective only if immediately
following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the Securities
Act.
Section 9. Successors and Assigns. Except as otherwise provided
in this Agreement, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective permitted
successors and assigns of the parties (including transferees of any
Registrable Securities). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
Section 10. Amendments and Waivers. Any term of this Agreement
may be amended or waived in writing and only with the written
consent of the Company and the holders of a majority of the
Registrable Securities then outstanding. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon
each Holder of any Registrable Securities then outstanding, each
future Holder of all such Registrable Securities, and the Company.
Section 11. Notices. Unless otherwise provided, any notice
required or permitted by this Agreement shall be in writing and
shall be deemed sufficient upon delivery, when delivered personally
or by overnight courier or sent by telegram or fax, or forty-eight
(48) hours after being deposited in the United States mail as
certified or registered mail with postage prepaid, and addressed to
the party to be notified at such party's address as set forth as set
forth in the Subscription Agreement or as subsequently modified by
written notice.
Section 12. Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such
provision shall be automatically reformed so as to be enforceable
while as nearly as possible preserving the original intent of the
parties.
Section 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS, RULES OR
PRINCIPLES.
Section 14. JURISDICTION AND VENUE. ANY SUIT, ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE
COURTS OF NEW YORK COUNTY IN THE STATE OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE
PARTIESHEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF THOSE COURTS FOR
THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES
HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING RISING OUT OF OR
RELATING TO THIS SUBSCRIPTION AGREEMENT OR ANY JUDGMENT ENTERED BY
ANY COURT IN RESPECT THEREOF BROUGHT IN ANY OF THE ABOVE DESCRIBED
COURTS AND HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUIT,
ACTION OR PROCEEDING BROUGHT IN NEW YORK COUNTY, NEW YORK, HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES, FURTHER, CONSENT TO
SERVICE OF PROCESS IN ANY SUCH ACTION OR LEGAL PROCEEDING BY MEANS
OF REGISTERED MAIL OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, IN
CARE OF THE ADDRESS SET FORTH HEREIN OR SUCH OTHER ADDRESS AS EITHER
PARTY MAY FURNISH IN WRITING TO THE OTHER, PROVIDED PROCESS IS
ACTUALLY RECEIVED.
Section 15. Entire Agreement. This Agreement and the other
documents, instruments and agreements executed in connection
herewith constitute the entire agreement by, between and among the
parties as to the subject matter hereof and merges and supersedes
any prior discussions, understandings and agreements of any and
every nature by, between and among them as to the subject matter
hereof.
Section 16. Additional Parties. The parties hereto agree that
subsequent Persons who purchase Units by executing a Subscription
Agreement, and the Persons listed on Exhibit A, attached hereto,
shall, upon execution of a counterpart signature page hereto, be
added as a party to this Agreement and have all rights and
privileges of the "Investors" and be subject and bound by all the
terms and conditions hereof as if such subsequent party was one of
the Investors on the date hereof.
Section 17. Sections and Headings. The sections and headings
used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.
Section 18. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Registration Rights Agreement as of the date first written above.
VISUAL BIBLE INTERNATIONAL, INC.,
By:
Title:
INVESTOR:
_________________________________________
Name of Investor
By:
Title:
