EXHIBIT 10.15
REGISTRATION RIGHTS AGREEMENT
AGREEMENT, dated as of the ____ day of ________, 1996, between the person
whose name and address appears on the signature page hereto (individually, a
"Holder" or, collectively with the holders of the Units issued in the
Offering, each as defined below, the "Holders") and GEOGRAPHICS, INC., a
Wyoming corporation having its principal executive office at 0000 Xxxxx Xxxx,
Xxxxxx, XX 00000 (the "Company").
WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Holders are purchasing from the Company (the "Offering") an
aggregate of up to fifty (50) units (subject to increase as determined by the
Company and the placement agent for such Offering) (the "Units) each Unit
consisting of (i) nineteen thousand five hundred twelve (19,512) shares (the
"Shares") of the Company's common stock, no par value per share (the "Common
Stock"), and (ii) nineteen thousand five hundred twelve (19,512) warrants
(the "Warrants") each Warrant to purchase one share (collectively the
"Warrant Shares") of Common Stock, exercisable at any time, commencing on the
date hereof until and through June 1, 1999; and
WHEREAS, the Company desires to grant to the Holder the registration
rights set forth herein with respect to the Shares, the Warrants and the
Warrant Shares;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. REGISTRABLE SECURITIES. As used herein the term "Registrable Security"
means each of the Shares, the Warrants and the Warrant Shares, as adjusted
pursuant to the provisions of the Warrant; provided, however, that with
respect to any particular Registrable Security, such security shall cease to
be a Registrable Security when, as of the date of determination, (i) it has
been effectively registered under the Securities Act of 1933, as amended (the
"Securities Act") and disposed of pursuant thereto, (ii) registration under
the Securities Act is no longer required for the immediate public
distribution of such Registrable Security, or (iii) it has ceased to be
outstanding. the term "Registrable Securities" means any and/or all of the
securities falling within the foregoing definition of a "Registrable
Security." In the event of any merger, reorganization, consolidation,
recapitalization or other change in corporate structure affecting the Common
Stock, such adjustment shall be made in the definition of "Registrable
Security" as is appropriate in order to prevent any dilution or enlargement
of the rights granted pursuant to this Article 1.
2. AUTOMATIC REGISTRATION. The Company shall file a registration
statement covering the Registrable Securities (the "Registration Statement")
with the Securities and Exchange
Commission (the "SEC") under the Securities Act within ____________
(____) days from the date hereof (the "Required Filing Date") and shall use
its best efforts to cause such Registration Statement to become effective
under the Securities Act as soon as practicable thereafter and shall maintain
the effectiveness of the Registration Statement until the earlier of (i) the
date that all of the Registrable Securities have been sold, (ii) the
expiration of the term of the Warrants, or (iii) the date that all of the
holders thereof receive an opinion of counsel to the Company that the
Registrable Securities (or components thereof) may be sold under the
provisions of Rule 144(k) promulgated under the Securities Act (or any
successor provision), so as to permit the public offer and sale of the
Registrable Securities (or components thereof).
3. COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION. The Company
covenants and agrees as follows:
(a) In connection with any registration under Article 2 hereof, the
Company shall use its best efforts to cause the Registration Statement to
become effective as promptly as possible and, if any stop order shall be
issued by the Commission in connection therewith, to use its reasonable
efforts to obtain the removal of such order. Following the effective date of
a Registration Statement, the Company shall, upon the request of the Holder,
forthwith supply such reasonable number of copies of the Registration
Statement, preliminary prospectus and prospectus meeting the requirements of
the Securities Act, and other documents necessary or incidental to the public
offering of the Registrable Securities, as shall be reasonably requested by
the Holder to permit the Holder to make a public distribution of the Holder's
Registrable Securities. The obligations of the Company hereunder with respect
to the Holder's Registrable Securities are subject to the Holder's furnishing
to the Company such appropriate information concerning the Holder, the
Holder's Registrable Securities and the terms of the Holder's offering of
such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fee and expenses in connection
with all Registration Statements filed pursuant to Article 2 hereof,
including, without limitation, the Company's legal and accounting fees,
printing expenses, and blue sky fees and expenses; provided, however, that
the Holder shall be solely responsible for the fees of any counsel retained
by the Holder in connection with such registration and any transfer taxes or
underwriting discounts, commissions or fees applicable to the Registrable
Securities sold by the Holder pursuant thereto.
(c) The Company will take all necessary action which may be required
in qualifying or registering the Registrable Securities included in a
Registration Statement for offering and sale under the securities or blue sky
laws of such states as are reasonably requested by the holders of such
securities, provided that the
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Company shall not be obligated to execute or file any general consent to
service of process or to qualify as a foreign corporation to do business
under the laws of any such jurisdiction.
(d) Nothing contained in this Agreement shall be construed as
requiring any Holder to exercise his Warrants prior to the initial filing of
any Registration Statement or the effectiveness thereof.
4. ADDITIONAL TERMS.
(a) The Company shall indemnify and hold harmless the Holder and each
underwriter, within the meaning of the Securities Act, who may purchase from
or sell for the Holder, any Registrable Securities, from and against any and
all losses, claims, damages and liabilities caused by any untrue statement of
a material fact contained in the Registration Statement, any other
registration statement filed by the Company under the Securities Act with
respect to the registration of the Registrable Securities, any post-effective
amendment to such registration statements, or any prospectus included therein
or caused by any omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by
any such untrue statement of omission based upon information furnished or
required to be furnished in writing to the Company by the Holder or
underwriter expressly for use therein, which indemnification shall include
each person, if any, who controls either the Holder or underwriter within the
meaning of the Securities Act and each officer, director, employee and agent
of the Holder and underwriter; provided, however, that the indemnification in
this Article 4(a) with respect to any prospectus shall not inure to the
benefit of the Holder or underwriter (or to the benefit of any person
controlling the Holder or underwriter) on account of any such loss, claim,
damage or liability arising from the sale of Registrable Securities by the
Holder or underwriter, if a copy of a subsequent prospectus correcting the
untrue statement or omission in such earlier prospectus was provided to the
Holder or underwriter by the Company prior to the subject sale and the
subsequent prospectus was not delivered or sent by the Holder or underwriter
to the purchaser prior to such sale; and provided further, that the Company
shall not be obligated to so indemnify the Holder or any such underwriter or
other person referred to above unless the Holder or underwriter or other
person, as the case may be, shall at the same time indemnify the Company, its
directors, each officer signing the Registration Statement and each person,
if any, who controls the Company within the meaning of the Securities Act,
from and against any and all losses, claims, damages and liabilities caused by
any untrue statement of a material fact contained in the Registration
Statement, any registration statement or any prospectus required to be filed
or furnished by reason of this Agreement or caused by any omission to
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state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission based
upon information furnished in writing to the Company by the Holder or
underwriter expressly for use therein.
(b) If for any reason the indemnification provided for in the
preceding section is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss, claim, damage,
liability or expense referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by the indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect
not only the relative benefits received by the indemnified party and the
indemnifying party, but also the relative fault of the indemnified party and
the indemnifying party, as well as any other relevant equitable
considerations.
(c) Neither the filing of a Registration Statement by the Company
pursuant to this Agreement nor the making of any request for prospectuses by
the Holder shall impose upon the Holder any obligation to sell the Holder's
Registrable Securities.
(d) The Holder, upon receipt of notice from the Company that an event
has occurred which requires a post-effective amendment to the Registration
Statement or a supplement to the prospectus included therein, shall promptly
discontinue the sale of Registrable Securities until the Holder receives a
copy of a supplemented or amended prospectus from the Company, which the
Company shall provide as soon as practicable after such notice.
(e) If the Company fails to keep the Registration Statement referred
to in Article 2 above continuously effective during the requisite period, then
the Company shall promptly use its best efforts to update the Registration
Statement or file a new registration statement covering the Registrable
Securities remaining unsold, subject to the terms and provisions hereof.
5. GOVERNING LAW. The Registrable Securities will be, if and when issued,
delivered in the State of Washington. This Agreement shall be deemed to have
been made and delivered in the State of Washington and shall be governed as
to validity, interpretation, construction, effect and in all other respects
by the internal substantive laws of the State of Washington, without giving
effect to the choice of law rules thereof.
6. AMENDMENT. This Agreement may only be amended by a written instrument
executed by the Company and the Holder.
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7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written,
with respect to the subject matter hereof.
8. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document.
9. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed duly given when delivered
by hand or mailed by registered or certified mail, postage prepaid, return
receipt requested, as follows:
If to the Holder, to his or her address set forth in the Subscription
Agreement submitted in connection with this Offering or on the signature page
of this Amendment.
If to the Company, to the address set forth on the first page of this
Agreement.
10. BINDING EFFECT; BENEFITS. This Agreement shall inure to the benefit
of, and be binding upon, the parties hereto and their respective heirs, legal
representatives and successors. Nothing herein contained, express or implied,
is intended to confer upon any person other than the parties hereto and their
respective heirs, legal representatives and successors, any rights or
remedies under or by reason of this Agreement.
11. HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any the terms or provisions of this Agreement.
12. SEVERABILITY. Any provision of this Agreement which is held by a
court of competent jurisdiction to be prohibited or unenforceable in any
jurisdiction(s) shall be, as to such jurisdiction(s), ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto as of the date first above written.
GEOGRAPHICS, INC.
By:
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Xxxxxx Xxxxx, President
HOLDER:
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[Name]
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[Address]
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