REGISTRATION RIGHTS AGREEMENT
EXHIBIT
4.3
This
Registration Rights Agreement (the
"Agreement") is entered into as of the 30th
day of June, 2005, by and among IsoRay
Medical, Inc.,
a Delaware corporation (the "Corporation"), Century
Park Pictures Corporation,
a Minnesota corporation (“Century Park”), and each of the Corporation's
debenture holders and each of Century Park’s shareholders who is a signatory
hereto (collectively, the "Signing Security Holders") .
Recitals
Whereas,
the Corporation desires to raise between $2,000,000 and $4,000,000 in the
form
of convertible debentures to fund its working capital requirements.
Whereas,
the Corporation has agreed to provide certain demand and piggyback registration
rights to the investors who purchase the convertible debentures placed by
the
placement agents to be retained by the Corporation or sold by officers of
the
Corporation.
Whereas,
on
May 27, 2005 the Corporation, Century Park and Century Park Transitory
Subsidiary, Inc. entered into a merger agreement (the “Agreement”), which, if
consummated, would result in the Corporation’s debentures being convertible into
shares of common stock of Century Park.
Whereas,
it
is a condition to the merger (the “Merger”) contemplated by the Agreement that
certain shareholders of Century Park be granted certain demand and piggyback
registration rights by the post-merger surviving company.
Now,
Therefore, in
consideration of the foregoing and the mutual promises contained herein,
and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
SECTION
1. GENERAL.
1.1 Definitions.
As
used in this Agreement, the following terms shall have the following respective
meanings:
"Board"
shall mean the board of directors of the Company.
“Century
Park Shares” shall mean those certain shares of Century Park’s common stock held
by the signatories hereto that are shareholders of Century Park.
"Common
Stock" or "Shares" shall mean the Company's Common Stock, or any other class
of
stock exchanged for Common Stock of the Company.
“Company”
shall mean the Corporation prior to the closing of the Merger, and Century
Park
following the closing of the Merger.
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"Conversion
Shares" shall mean those certain shares of Common Stock issued upon conversion
of the convertible debentures placed by the placement agents to be retained
by
the Corporation or sold by officers of the Corporation.
“Debenture
Holders” means these persons holding the Corporation’s convertible debentures
who are signatories to this Agreement.
"Exchange
Act" means the Securities Exchange Act of 1934, as amended.
"GAAP"
shall mean those generally accepted accounting principles and practices which
are recognized by the American Institute of Certified Public Accountants
and
which are consistently applied for all periods so as to properly reflect
the
financial condition, and the results of operations and changes in financial
position, of the Company.
"Holder"
means any person or entity owning of record Registrable Securities that have
not
been sold to the public or any assignee of record of such Registrable Securities
in accordance with Section 2.7 hereof.
"Register,"
"registered," and "registration" refer to a registration effected by preparing
and filing a registration statement in compliance with the Securities Act,
and
the declaration or ordering of effectiveness of such registration statement
or
document.
"Registrable
Securities" means (a) the Conversion Shares; (b) the Century Park
Shares
(solely if the Merger is consummated); and (c) any Common Stock of the
Corporation or, if the Merger is consummated, of Century Park, 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, such above-described securities.
Notwithstanding the foregoing, Registrable Securities shall not include any
securities sold by a person or entity to the public either pursuant to a
registration statement or Rule 144 or sold in a private transaction
in
which the transferor's rights under Section 2 of this Agreement are
not
assigned.
"Registrable
Securities then outstanding" shall be the number of shares determined by
calculating the total number of shares of Common Stock that are Registrable
Securities and either (a) are then issued and outstanding or (b) are
issuable pursuant to then exercisable or convertible securities.
"Registration
Expenses" shall mean all expenses incurred by the Company in complying with
Sections 2.1 and 2.2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, reasonable fees and disbursements of special counsel
for the Holders, blue sky fees and expenses 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).
"SEC"
or "Commission" means the Securities and Exchange Commission.
"Securities
Act" shall mean the Securities Act of 1933, as amended.
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"Selling
Expenses" shall mean all underwriting discounts and selling commissions
applicable to the sale of the Company's capital stock.
"Shareholders"
shall mean all of the holders of the Company’s capital stock.
"Special
Registration Statement" shall mean a registration statement relating to any
employee benefit plan or with respect to any corporate reorganization or
other
transaction under Rule 145 of the Securities Act.
"Termination
Date" shall mean twenty-four (24) months after the conclusion of the “Offering
Period,” as such term is defined in the Corporation’s Confidential Private
Placement Memorandum dated January 31, 2005, as amended and restated on May
27,
2005.
SECTION
2. PIGGYBACK
REGISTRATION.
2.1 Piggyback
Registration. The
Company shall promptly notify all Holders of Registrable Securities in writing
of any proposed filing of any registration statement under the Securities
Act
for purposes of a public offering of securities of the Company (including,
but
not limited to, registration statements relating to secondary offerings of
securities of the Company, but excluding Special Registration Statements),
which
notice shall be made at least forty-five (45) days prior to such filing,
and
will afford each such Holder an opportunity to include in such registration
statement all or part of the Registrable Securities held by such Holder.
Each
Holder desiring to include in any such registration statement all or any
part of
the Registrable Securities held by it shall, within twenty (20) days after
receipt of the above-described notice from the Company, so notify the Company
in
writing. Such notice shall state the intended method of disposition of the
Registrable Securities by such Holder. If a Holder decides not to include
all of
its Registrable Securities in any registration statement thereafter filed
by the
Company, such Holder shall forfeit all future right to include any Registrable
Securities in any subsequent registration statement or registration statements
as may be filed by the Company with respect to offerings of its securities.
(a) Underwriting. If
the registration statement under which the Company gives notice under this
Section 2.1 is for an underwritten offering, the Company shall so
advise
the Holders of Registrable Securities. In such event, the right of any such
Holder to be included in a registration pursuant to this Section 2.1
shall
be conditioned upon such Holder's participation in such underwriting and
the
inclusion of such Holder's Registrable Securities in the underwriting to
the
extent provided herein. All Holders proposing to distribute their Registrable
Securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwriting by the Company. Notwithstanding any other provision of this
Agreement, if the underwriter determines in good faith that marketing factors
require a limitation of the number of shares to be underwritten, the number
of
shares that may be included in the underwriting shall be allocated, first,
to
the Company; and second, to the Holders; and thereafter to any other
Shareholders of the Company holding registration rights. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect
to
withdraw therefrom by written notice to the Company and the underwriter,
delivered on or before the later of (i) five (5) business days after
the
receipt by all Holders of the underwriting agreement containing the terms
thereof and (ii) ten (10) business days prior to the effective date
of the
registration statement. Any Registrable Securities excluded or withdrawn
from
such underwriting shall be excluded and withdrawn from the registration.
For any
Holder which is a partnership, limited liability company or corporation,
the
partners, retired partners, managers, members and shareholders of such Holder,
or the estates and family members of any such partners and retired partners
and
any trusts for the benefit of any of the foregoing shall be deemed to be
a
single "Holder," and any pro
rata
reduction with respect to such "Holder" shall be based upon the aggregate
amount
of shares of Company capital stock carrying registration rights owned by
all
entities and individuals included in such “Holder,” as defined in this
sentence.
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(b) Right
to Terminate Registration. The
Company shall have the right to terminate or withdraw any registration initiated
by it under this Section 2.1 prior to the effectiveness of such
registration whether or not any Holder has elected to include securities
in such
registration. The Registration Expenses of such withdrawn registration shall
be
borne by the Company in accordance with Section 2.3 hereof.
2.2 Demand
Registration. At
any time on or before November 1, 2005, Holders
shall have a "onetime" demand right to make a written request ("Demand Request")
that the Company register the Registrable Securities, provided that if the
Merger is not consummated by August 1, 2005, all demand rights will be forfeited
by all Holders. Within thirty (30) days after receipt of Demand Requests
from
Holders of at least a majority of the Registrable Securities, the Company
shall
prepare and file under the Act, one registration statement to permit a public
offering of all of the Registrable Securities which shall include all Conversion
Shares, including those issuable to Debenture Holders ("Demand Registration").
Notwithstanding the rights granted in this Section 2.2, if a Debenture Holder
has not elected to convert all or any part of his debentures on or before
December 31, 2005 (by delivering the conversion form to the Company via
facsimile by that date or mailing the conversion form to the Company with
a
postmark by that date), then the demand right granted by this Section 2.2
shall
be forfeited in full regardless of whether Conversion Shares have been included
in the Demand Registration.
2.3 Expenses
of Registration. Except
as specifically provided herein, all Registration Expenses incurred in
connection with any registration pursuant to Sections 2.1 and 2.2 herein
shall
be borne by the Company. All Selling Expenses incurred in connection with
any
registrations hereunder shall be borne by the holders of the securities so
registered pro
rata
on the basis of the number of Shares so registered.
2.4 Obligations
of the Company. Whenever
required to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible (and, with respect to any
registration statement required to be filed pursuant to Section 2.2, in any
event within thirty (30) days):
(a) With
respect to any registration statement required to be filed under
Section 2.2, prepare and file with the SEC a registration statement
with
respect to such Registrable Securities and use all reasonable efforts to
cause
such registration statement to become effective, and, upon the request of
the
Holders of a majority of the Registrable Securities registered thereunder,
keep
such registration statement effective for up to two (2) years or, if earlier,
until the Holders have completed the distribution related thereto.
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(b) Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement for the period set forth in paragraph (a) above.
(c) Furnish
to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and
such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.
(d) Use
its reasonable efforts to register and qualify the securities covered by
such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders; provided
that
the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service
of
process in any such states or jurisdictions.
(e) In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form,
with
the managing underwriter(s) of such offering. Each Holder participating in
such
underwriting shall also enter into and perform its obligations under such
an
agreement.
(f) Notify
each Holder of Registrable Securities covered by such registration statement
at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein
not
misleading in the light of the circumstances then existing. The Company will
use
reasonable efforts to amend or supplement such prospectus in order to cause
such
prospectus not to include any untrue statement of a material fact or omit
to
state a material fact required to be stated therein or necessary to make
the
statements therein not misleading in the light of the circumstances then
existing.
(g) Use
its reasonable efforts to furnish, on the date that such Registrable Securities
are delivered to the underwriters for sale, if such securities are being
sold
through underwriters, (i) an opinion, dated as of such date, of the
counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and (ii) a letter
dated as
of such date, from the independent certified public accountants of the Company,
in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering addressed
to the
underwriters.
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2.5 Furnishing
Information. It
shall
be a condition precedent to the obligations of the Company to take any action
pursuant to Sections 2.1 and 2.2 that the selling Holders shall furnish
to
the Company such information regarding themselves and warrant the accuracy
thereof, the Registrable Securities held by them and the intended method
of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities.
2.6 Indemnification. In
the event any Registrable Securities are included in a registration statement
under Sections 2.1 and 2.2:
(a) To
the extent permitted by law, the Company will indemnify and hold harmless
each
Holder, the partners, officers and directors of 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 Exchange Act, 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") by the Company: (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 in connection with the
offering covered by such registration statement; and the Company will pay
as
incurred to each such Holder, partner, officer, director, underwriter or
controlling person for 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 indemnity agreement contained in this Section 2.6(a) shall
not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Company,
which consent shall not be unreasonably withheld, nor shall the Company be
liable in any such case 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 such Holder, partner, officer,
director, underwriter or controlling person of such Holder.
(b) To
the extent permitted by law, each Holder will, if Registrable Securities
held by
such Holder are included in the securities as to which such registration
qualifications or compliance is being effected, indemnify and hold harmless
the
Company, each of its directors, its officers and each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter
and any other Holder selling securities under such registration statement
or any
of such other Holder's partners, directors or officers or any person who
controls such Holder, against any losses, claims, damages or liabilities
(joint
or several) to which the Company or any such director, officer, controlling
person, underwriter or other such Holder, or partner, director, officer or
controlling person of such other Holder 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 under an instrument duly executed
by such Holder and stated to be specifically for use in connection with such
registration; and each such Holder will pay as incurred any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other Holder, or partner, officer, director
or controlling person of such other Holder in connection with investigating
or
defending any such loss, claim, damage, liability or action if it is judicially
determined that there was such a Violation; provided,
however,
that the indemnity agreement contained in this Section 2.6(b) shall
not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld; provided
further,
that in no event shall any indemnity under this Section 2.6 exceed
the net
proceeds from the offering received by such Holder.
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(c) Promptly
after receipt by an indemnified party under this Section 2.6 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 2.6, 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 shall have the right to retain its own counsel,
with
the 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 materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 2.6, 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 2.6.
(d) If
the indemnification provided for in this Section 2.6 is held by a
court of
competent jurisdiction to be unavailable to an indemnified party with respect
to
any losses, claims, damages or liabilities referred to herein, the indemnifying
party, in lieu of indemnifying such indemnified party thereunder, shall to
the
extent permitted by applicable law contribute to the amount paid or payable
by
such indemnified party as a result of such loss, claim, damage or liability
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 Violation(s) that resulted in such loss, claim, damage
or
liability, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by a court of law 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;
provided,
that in no event shall any contribution by a Holder hereunder exceed the
net
proceeds from the offering received by such Holder.
(e) The
obligations of the Company and Holders under this Section 2.6 shall
survive
completion of any offering of Registrable Securities in a registration statement
and the termination of this agreement. No Indemnifying Party, in the defense
of
any such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which
does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.
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2.7 Assignment
of Registration Rights. The
registration rights of the Holders under this Agreement may be transferred
to
any transferee if the Company is given written notice by the Holder at the
time
of such transfer stating the name and address of the transferee and identifying
the securities with respect to which the rights under this Agreement are
being
assigned.
2.8 Amendment
of Registration Rights. Any
provision of this Section 2 may be amended and the observance thereof
may
be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Holders
of at least a majority of the Registrable Securities then outstanding. Any
amendment or waiver effected in accordance with this Section 2.8 shall
be
binding upon each Holder and the Company. By acceptance of any benefits under
this Section 2, Holders of Registrable Securities hereby agree to
be bound
by the provisions hereunder.
2.9 Rule
144 Reporting. With
a view to making available to the Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities
to the public without registration, the Company agrees to use its best efforts
to:
(a) Make
and keep public information available, as those terms are understood and
defined
in SEC Rule 144 or any similar or analogous rule promulgated under
the
Securities Act, at all times after the effective date of the first registration
filed by the Company for an offering of its securities to the general
public;
(b) File
with the SEC, in a timely manner, all reports and other documents required
of
the Company under the Exchange Act; and
(c) So
long as a Holder owns any Registrable Securities, furnish to such Holder
forthwith upon request: a written statement by the Company as to its compliance
with the reporting requirements of said Rule 144 of the Securities Act, and
of
the Exchange Act (at any time after it has become subject to such reporting
requirements); a copy of the most recent annual or quarterly report of the
Company; and such other reports and documents as a Holder may reasonably
request
in availing itself of any rule or regulation of the SEC allowing it to sell
any
such securities without registration.
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SECTION
3. MISCELLANEOUS.
3.1 Governing
Law. This
Agreement and
the
rights and obligations of the parties hereto, shall be governed, construed
and
interpreted according to the laws of the State of Delaware. The parties agree
that any final judgment after exhaustion of all appeals or the expiration
of
time to appeal in any such action or proceeding shall be conclusive and binding,
and may be enforced in any federal or state court in the United States by
suit
on the judgment or in any other manner provided by law. Nothing contained
in
this Agreement shall affect or limit the right of a party to serve any process
or notice or motion or other application in any other manner permitted by
law,
or limit or affect the right of a party to bring any action or proceeding
against the other parties or any of their respective property in the courts
of
any other jurisdiction. All parties hereby consent to the jurisdiction of
the
federal courts whose districts encompass any part of the city of Phoenix
or the
state courts of the state of Arizona sitting in the city of Phoenix in
connection with any dispute arising under this Agreement, and hereby waive,
to
the maximum extent permitted by law, any objection, including any objections
based on forum non
conveniens, to
the
bringing of any such proceeding in such jurisdictions.
3.2 Successors
and Assigns. Except
as otherwise expressly provided herein, the provisions hereof shall inure
to the
benefit of, and be binding upon, the successors, assigns, heirs, executors,
and
administrators of the parties hereto and shall inure to the benefit of and
be
enforceable by each person who shall be a Holder of Registrable Securities
or
any successor to any of the Signing Security Holder’s respective rights
hereunder, from time to time; provided,
however,
that prior to the receipt by the Company of adequate written notice of the
transfer of any Registrable Securities or any rights hereunder specifying
the
full name and address of the transferee, the Company may deem and treat the
person listed as the Holder of such shares in its records as the absolute
owner
and Holder of such shares for all purposes, including the payment of dividends
or any redemption price.
3.3 Severability. In
the event one or more of the provisions of this Agreement should, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other
provisions of this Agreement, and this Agreement shall be construed as if
such
invalid, illegal or unenforceable provision had never been contained
herein.
3.4 Amendment
and Waiver.
(a) Except
as otherwise expressly provided, this Agreement may be amended or modified
only
upon the written consent of the Company and the Holders of at least a majority
of the Registrable Securities.
(b) Except
as otherwise expressly provided herein, the obligations of the Company and
the
rights of the Holders under this Agreement may be waived only with the written
consent of the Holders of at least a majority of the Registrable
Securities.
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3.5 Delays
or Omissions. It
is agreed that no delay or omission to exercise any right, power, or remedy
accruing to any Holder, upon any breach, default or noncompliance of the
Company
under this Agreement shall impair any such right, power, or remedy, nor shall
it
be construed to be a waiver of any such breach, default or noncompliance,
or any
acquiescence therein, or of any similar breach, default or noncompliance
thereafter occurring. It is further agreed that any waiver, permit, consent,
or
approval of any kind or character on any Holder's part of any breach, default
or
noncompliance under the Agreement or any waiver on such Holder's part of
any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement, by law, or otherwise afforded to Holders,
shall be cumulative and not alternative.
3.6 Notices.
All
notices required or permitted hereunder shall be in writing and shall be
deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b) three (3) days after having been sent by registered or certified
mail,
return receipt requested, postage prepaid, or (c) one (1) day after
deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to
the
party to be notified at the address as set forth on either the signature
pages
hereof or at such other address as such party may designate by ten (10) days
advance written notice to the other parties hereto.
3.7 Attorneys'
Fees. In
the event that any suit or action is instituted to enforce any provision
in this
Agreement, the prevailing party in such dispute shall be entitled to recover
from the losing party all fees, costs and expenses of enforcing any right
of
such prevailing party under or with respect to this Agreement, including
without
limitation, such reasonable fees and expenses of attorneys and accountants,
which shall include, without limitation, all fees, costs and expenses of
appeals.
3.8 Construction.
The
terms of this Agreement constitute the written expression of the mutual
agreement of the parties and shall be construed neutrally and not for or
against
either party. Whenever a noun or pronoun is used in this Agreement in the
singular and when required by the context, the same shall include the plural,
and the masculine gender shall include the feminine and neuter genders and
vice
versa. As used in this Agreement, the term "party" or "parties" shall mean
the
parties to this Agreement. The term "person" shall include any individual,
entity, trust or association. The headings in this Agreement are inserted
for
convenience; the provisions of this Agreement shall control in determining
the
intent hereof.
3.9 Enforcement;
Specific Performance; Remedies Cumulative.
(a) In
case
any one or more defaults shall occur and be continuing, a party may proceed
to
protect and enforce its rights by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein or for an injunction against a violation of any of the terms
hereof or thereof, or in aid of the exercise of any power granted hereby
or
thereby or by law.
(b) The
parties expressly agree that each party may not have adequate remedies at
law if
the other parties do not perform its obligations under this Agreement. Upon
a
party's breach of the terms or covenants of this Agreement, the other parties
shall, each in addition to all other remedies, be entitled to obtain injunctive
relief, and an order for specific performance of the breaching party's
obligations hereunder.
10
3.10 Other
Registration Rights.
Each
signing Security Holder understands and acknowledges that certain shareholders
of the Corporation who purchased common stock at $2.00 per share as part
of the
Corporation’s private offering in the Fall of 2004 have piggyback registration
rights that will be triggered by the Holders’ exercise of their demand right
pursuant to this Agreement.
3.11 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one
instrument.
[Signature
page to follow]
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In
Witness Whereof, the
parties hereto have executed this Registration
Rights Agreement as
of the date set forth in the first paragraph hereof.
Isoray
Medical, Inc
By:
___________________________
Name: Xxxxx
Xxxxxx
Title: CEO
|
Century
Park Pictures Corporation
By:
___________________________
Name:
Xxxxxx
Xxxxxxx
Title:
CEO
|
Address:
000
Xxxxx Xxxxxx,
Xxxxx
000
Xxxxxxxx,
XX 00000
|
Address:
0000
XXX Xxxxxx
Xxxxxxxxxxx,
XX 00000
|
Security
holders
By:__________________________
Name:
Address:__________________________
__________________________
By:__________________________
Name:
Address:__________________________
__________________________
By:__________________________
Name:
Address:__________________________
__________________________
By:__________________________
Name:
Address:__________________________
__________________________
By:__________________________
Name:
Address:__________________________
__________________________
|
Security
holders
By:__________________________
Name:
Address:__________________________
__________________________
By:
Name:
Address:__________________________
__________________________
By:__________________________
Name:
Address:__________________________
__________________________
By:__________________________
Name:
Address:__________________________
__________________________
By:__________________________
Name:
Address:__________________________
__________________________
|
12