REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (“Agreement”)
is
entered into as of October
16, 2006,
by and
among INNOVATIVE SOFTWARE TECHNOLOGIES, INC., a California corporation with
offices at 0000 XXX Xxxx., Xxxx. 0-000, Xxxx Xxxxx, Xxxxxxx (the “Company”),
and
each of the parties identified as “Purchasers” on the signature pages hereto
(collectively and individually, the “Purchaser”).
WITNESSETH:
WHEREAS,
the
Company has issued to the Purchasers one or more Convertible Promissory Notes
on
the dates and in the amounts set forth on each Purchaser’s respective signature
page hereto (the “Notes”).
WHEREAS,
in
connection with the issuance of the Notes, the Purchasers have acquired from
the
Company warrants to purchase shares of common stock, par value $.001 per share,
of the Company (“Common
Stock”)
in the
amounts and on the dates set forth on each Purchaser’s respective signature page
hereto (the “Warrants”).
WHEREAS,
the
Notes
are convertible into shares of Common Stock under the circumstances and pursuant
to the terms and conditions set forth in the Notes (the “Conversion
Shares”),
and
the Warrants contemplate that the Warrants will be exercisable into shares
of
Common Stock pursuant to the terms and conditions set forth in the Warrants
(the
“Warrant
Shares”).
NOW,
THEREFORE,
in
consideration of the mutual promises, representations, warranties, covenants
and
conditions set forth in this Agreement, the Company and the Purchaser agree
as
follows:
1. Certain
Definitions.
As used
in this Agreement, the following terms shall have the following respective
meanings:
“Commission”
or
“SEC”
shall
mean the Securities and Exchange Commission or any other federal agency at
the
time administering the Securities Act.
“Exchange
Act”
means
the Securities Exchange Act of 1934, as amended.
“Holder”
and
“Holders”
shall
mean the Purchaser and any permitted transferee or transferees of Registrable
Securities (as defined below), Notes, or Warrants that have not been sold to
the
public and to whom the registration rights conferred by this Agreement have
been
transferred in compliance with this Agreement; provided that neither such person
nor any affiliate of such person is registered as a broker or dealer under
Section 15(a) of the Securities Exchange Act of 1934, as amended, or a member
of
the National Association of Securities Dealers, Inc.
The
terms
“register,”
“registered”
and
“registration”
shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness
of
such registration statement.
1
“Registrable
Securities”
shall
mean (i) the Conversion Shares and Warrant Shares and (ii) other shares of
Common Stock issued or issuable to each Holder or its permitted transferee
or
designee (a) upon any exchange of or any replacement of the Notes or Warrants,
or (b) upon any conversion, exercise or exchange of any securities issued
in connection with any such exchange or replacement; provided that all such
shares shall cease to be Registrable Securities at such time as they have been
sold under a registration statement or pursuant to Rule 144 under the Securities
Act or otherwise or at such time as they are eligible to be sold pursuant to
Rule 144(k).
“Registration
Expenses”
shall
mean all expenses to be incurred by the Company in connection with each Holder’s
registration rights under this Agreement, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses, and the expense of any
special audits incident to or required by any such registration.
“Regulation
D”
shall
mean Regulation D as promulgated pursuant to the Securities Act, and as
subsequently amended.
“Securities
Act”
or
“Act”
shall
mean the Securities Act of 1933, as amended.
“Selling
Expenses”
shall
mean all underwriting discounts and selling commissions applicable to the sale
of Registrable Securities, including all fees and disbursements of counsel
for a
Holder in connection with the exercise of Holder’s rights
hereunder.
2. Piggyback
Registration
(a) If
(but
without any obligation to do so) the Company proposes to register (including
for
this purpose a registration effected by the Company for persons or entities
other than the Holders) any Common Stock in connection with the public offering
of such Common Stock (other than a registration relating solely to the sale
of
securities of participants in a Company stock plan, a registration relating
to a
corporate reorganization or transaction under Rule 145 of the Act, a
registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a registration in which
the
only Common Stock being registered is Common Stock issuable upon conversion
of
debt securities that are also being registered), the Company shall, at such
time, promptly give each Holder written notice of such registration. Upon the
written request of each Holder given within ten (10) days after mailing of
such
notice by the Company in accordance with Section 15(c), the Company shall,
subject to the provisions of Section 2(c), use reasonable commercial
efforts to cause to be registered under the Act all of the Registrable
Securities that each such Holder requests to be registered.
(b) The
Company shall have the right to terminate or withdraw any registration initiated
by it under this Section 2 prior to the effectiveness of such registration
whether or not any Holder has elected to include securities in such
registration.
2
(c) In
connection with any offering involving an underwriting of shares of the
Company’s Common Stock, the Company shall not be required under this
Section 2 to include any of the Holders’ securities in such underwriting
unless they accept the terms of the underwriting as agreed upon between the
Company and the underwriters selected by the Company (or by other persons
entitled to select the underwriters) and enter into an underwriting agreement
in
customary form with such underwriters, and then only in such quantity as the
underwriters determine in their sole discretion will not jeopardize the success
of the offering by the Company. If the total amount of Registrable Securities
requested to be included in such offering exceeds the amount of Registrable
Securities that the underwriters determine in their sole discretion is
compatible with the success of the offering (after taking into account the
maximum number of shares to be sold by the Company and the other selling
stockholders, if any, in the offering), then the Company shall be required
to
include in the offering only that number of Registrable Securities that the
underwriters determine in their sole discretion will not jeopardize the success
of the offering. In the event that the underwriters determine that less than
all
of the Registrable Securities requested to be registered can be included in
such
offering, then the Registrable Securities that are included in such offering
shall be apportioned pro rata among the selling Holders based on the number
of
Registrable Securities held by all selling Holders or in such other proportions
as shall mutually be agreed to by all such selling Holders.
3. [intentionally
left blank]
4. Obligations
of the Company
5. .
Whenever required under Section 2 of this Agreement to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:
(a) prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use reasonable commercial efforts
to cause such registration statement to become effective and keep such
registration statement effective for a period of up to one hundred twenty (120)
days or, if earlier, until the distribution contemplated in the registration
statement has been completed or the Conversion Shares and Warrant Shares can
be
sold pursuant to Rule 144 under the Act;
(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 Act with respect to
the
disposition of all securities covered by such registration
statement;
(c) furnish
to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Act, and such other
documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them;
(d) notify
the Holders promptly and, if requested, confirm such advice in writing (i)
when
a registration statement has become effective and when any post-effective
amendments and supplements thereto become effective, and (ii) of the issuance
by
the SEC or any state securities commission of any stop order suspending the
effectiveness of a registration statement; and
3
(e) use
best
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.
Notwithstanding
the provisions of this Section 4, the Company shall be entitled to postpone
or
suspend, for a reasonable period of time and upon written notice to the Holders
(a “Suspension Notice”), the filing, effectiveness or use of, or trading under,
any registration statement if the Company shall determine that any such filing
or the sale of any securities pursuant to such registration statement would
in
the good faith judgment of the Board of Directors of the Company:
(A) materially
impede, delay or interfere with any material pending or proposed financing,
acquisition, corporate reorganization or other similar transaction involving
the
Company for which the Board of Directors of the Company has authorized
negotiations;
(B) materially
adversely impair the consummation of any pending or proposed material offering
or sale of any class of securities by the Company; or
(C) require
disclosure of material nonpublic information that, if disclosed at such time,
would be materially harmful to the interests of the Company and its
stockholders; provided,
however,
that
during any such period all executive officers and directors of the Company
are
also prohibited from selling securities of the Company (or any security of
any
of the Company’s subsidiaries or affiliates).
In
the
event of the suspension of effectiveness of any registration statement pursuant
to this Section 4, the applicable time period during which such registration
statement is to remain effective shall be extended by that number of days equal
to the number of days the effectiveness of such registration statement was
suspended.
5.
[Intentionally left blank]
6. Expenses
of Registration. All
Registration Expenses in connection with any registration, qualification or
compliance with registration pursuant to this Agreement shall be borne by the
Company, and all Selling Expenses of a Holder shall be borne by such
Holder.
7. Indemnification.
4
(a) Company
Indemnity.
The
Company will indemnify each Holder, each of its officers, directors, agents
and
partners, and each person controlling each of the foregoing, within the meaning
of Section 15 of the Securities Act and the rules and regulations thereunder
with respect to which registration, qualification or compliance has been
effected pursuant to this Agreement, and each underwriter, if any, and each
person who controls, within the meaning of Section 15 of the Securities Act
and
the rules and regulations thereunder, any underwriter, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out
of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any final prospectus (as amended or supplemented if the
Company files any amendment or supplement thereto with the SEC), registration
statement filed pursuant to this Agreement or any post-effective amendment
thereof or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were
made,
or any violation by the Company of the Securities Act or any state securities
law or in either case, any rule or regulation thereunder applicable to the
Company and relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and will reimburse
each
Holder, each of its officers, directors, agents and partners, and each person
controlling each of the foregoing, for any reasonable legal fees of a single
counsel and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to a Holder to
the
extent that any such claim, loss, damage, liability or expense arises out of
or
is based on (i) any untrue statement or omission based upon written information
furnished to the Company by such Holder or underwriter (if any) therefor and
stated to be specifically for use therein, (ii) any failure by any Holder to
comply with prospectus delivery requirements or the Securities Act or Exchange
Act or any other law or legal requirement applicable to them or any covenant
or
agreement contained in this Agreement or (iii) an offer of sale of Conversion
Shares or Warrant Shares occurring during a period in which sales under the
registration statement are suspended as permitted by this Agreement. The
indemnity agreement contained in this Section 7(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 will
not be unreasonably withheld).
(b) Holder
Indemnity.
Each
Holder will, severally but not jointly, if Registrable Securities held by it
are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors,
officers, agents and partners, and any other stockholder selling securities
pursuant to the registration statement and any of its directors, officers,
agents, partners, and any person who controls such stockholder within the
meaning of the Securities Act or Exchange Act and each underwriter, if any,
of
the Company’s securities covered by such a registration statement, each person
who controls the Company or such underwriter within the meaning of Section
15 of
the Securities Act and the rules and regulations thereunder, each other Holder
(if any), and each of their officers, directors and partners, and each person
controlling such other Holder(s) against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on (i)
any
untrue statement (or alleged untrue statement) of a material fact contained
in
any such final prospectus (as amended or supplemented if the Company files
any
amendment or supplement thereto with the SEC), registration statement filed
pursuant to this Agreement or any post-effective amendment thereof or based
on
any omission (or alleged omission) to state therein a material fact required
to
be stated therein or necessary to make the statement therein not misleading
in
light of the circumstances under which they were made or (ii) failure by any
Holder to comply with prospectus delivery requirements or the Securities Act,
Exchange Act or any other law or legal requirement applicable to them or any
covenant or agreement contained in this Agreement, and will reimburse the
Company and such other Holder(s) and their directors, officers and partners,
underwriters or control persons for any reasonable legal fees or any other
expenses reasonably incurred in connection with investigating and defending
any
such claim, loss, damage, liability or action, in each case to the extent,
but
only to the extent, that such untrue statement (or alleged untrue statement)
or
omission (or alleged omission) is made in such final prospectus (as amended
or
supplemented if the Company files any amendment or supplement thereto with
the
SEC), registration statement filed pursuant to this Agreement or any
post-effective amendment thereof in reliance upon and in conformity with written
information furnished to the Company by such Holder and stated to be
specifically for use therein, and provided that the maximum amount for which
such Holder shall be liable under this indemnity shall not exceed the net
proceeds received by the Holders from the sale of the Registrable Securities
pursuant to the registration statement in question. The indemnity agreement
contained in this Section 7(b) shall not apply to amounts paid in settlement
of
any such claims, losses, damages or liabilities if such settlement is effected
without the consent of such Holder (which consent shall not be unreasonably
withheld).
5
(c) Procedure.
Each
party entitled to indemnification under this Section 7 (the “Indemnified
Party”)
shall
give notice to the party required to provide indemnification (the “Indemnifying
Party”)
promptly after such Indemnified Party has actual knowledge of any claim as
to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim in any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and
the
Indemnified Party may participate in such defense at its own expense, and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 7 except to the extent that the Indemnifying Party is
materially and adversely affected by such failure to provide notice. 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. Each
Indemnified Party shall furnish such non-privileged information regarding itself
or the claim in question as an Indemnifying Party may reasonably request in
writing and as shall be reasonably required in connection with the defense
of
such claim and litigation resulting therefrom.
8. Contribution.
If the
indemnification provided for in Section 7 herein is unavailable to the
Indemnified Parties in respect of any losses, claims, damages or liabilities
referred to herein (other than by reason of the exceptions provided therein),
then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages or liabilities as between the
Company on the one hand and any Holder(s) on the other, in such proportion
as is
appropriate to reflect the relative fault of the Company and of such Holder(s)
in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of any
Holder(s) on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or
alleged omission to state a material fact relates to information supplied by
the
Company or by such Holder(s).
In
no
event shall the obligation of any Indemnifying Party to contribute under this
Section 8 exceeds the amount that such Indemnifying Party would have been
obligated to pay by way of indemnification if the indemnification provided
for
under Section 7(a) or 7(b) hereof had been available under the
circumstances.
6
The
Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 8 were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraphs. The amount
paid or payable by an Indemnified Party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraphs
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section, no Holder shall be required
to
contribute any amount in excess of the amount equal to the net proceeds received
by such Holder from the sale of Registrable Securities pursuant to the
registration statement in question. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
9. Survival.
The
indemnity and contribution agreements contained in Sections 7 and 8 shall remain
operative and in full force and effect regardless of (i) any termination of
this
Agreement, and (ii) the consummation of the sale or successive resales of the
Registrable Securities.
10. Information
by Holders.
As a
condition to the obligations of the Company to complete any registration
pursuant to this Agreement with respect to the Registrable Securities of each
Holder, such Holder will furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended methods of
disposition of the Registrable Securities held by it as is reasonably required
by the Company to effect the registration of the Registrable Securities. At
least ten business days prior to the first anticipated filing date of a
registration statement for any registration under this Agreement, the Company
will notify each Holder of the information the Company requires from that Holder
whether or not such Holder has elected to have any of its Registrable Securities
included in the registration statement. If the Company has not received the
requested information from a Holder by the business day prior to the anticipated
filing date, then the Company may file the registration statement without
including Registrable Securities of that Holder.
11. Further
Assurances.
Each
Holder will cooperate with the Company, as reasonably requested by the Company,
in connection with the preparation and filing of any registration statement
hereunder, unless such Holder has notified the Company in writing of such
Holder’s irrevocable election to exclude all of such Holder’s Registrable
Securities from such registration statement.
12. Suspension
of Sales.
Upon
receipt of any Suspension Notice from the Company, each Holder will immediately
discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until (i) it receives copies
of a
supplemented or amended prospectus or (ii) the Company advises the Holder that
a
suspension of sales under Section 4 has terminated. If so directed by the
Company, each Holder will deliver to the Company (at the expense of the Company)
or destroy all copies in the Holder’ s possession (other than a limited number
of file copies) of the prospectus covering such Registrable Securities that
is
current at the time of receipt of such notice.
7
13. Replacement
Certificates.
The
certificate(s) representing the Conversion Shares or Warrant Shares held by
the
Purchaser (or then Holder) may be exchanged by the Purchaser (or such Holder)
at
any time and from time to time for certificates with different denominations
representing an equal aggregate number of shares of Common Stock, as reasonably
requested by such Purchaser (or such Holder) upon surrendering the same. No
service charge will be made for such registration or transfer or exchange.
14. Transfer
or Assignment.
Except
as otherwise provided herein, this Agreement shall be binding upon and inure
to
the benefit of the parties and their successors and permitted assigns. The
rights granted to the Purchaser by the Company under this Agreement to cause
the
Company to register Registrable Securities may be transferred or assigned (in
whole or in part) to a transferee or assignee of the Notes or Warrants, and
all
other rights granted to the Purchaser by the Company hereunder may be
transferred or assigned to any transferee or assignee of the Notes, Warrants,
or
Registrable Securities; provided in each case that (i) the Company is given
written notice by the Purchaser at the time of or within a reasonable time
after
such transfer or assignment, stating the name and address of said transferee
or
assignee and identifying the securities with respect to which such registration
rights are being transferred or assigned; and provided further that the
transferee or assignee of such rights agrees in writing to be bound by the
registration provisions of this Agreement, (ii) such transfer or assignment
is
made in accordance with applicable law and is not made under the registration
statement or Rule 144, (iii) such transfer is made according to the applicable
requirements of the Note or Warrant, as the case may be, and (iv) the transferee
has provided to the Company an investor questionnaire (or equivalent document)
evidencing that the transferee is a “qualified institutional buyer” or an
“accredited investor” defined in Rule 501(a)(1),(2),(3), or (7) of Regulation
D.
15. Miscellaneous.
(a) Remedies.
The
Company and the Purchaser acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement
and
to enforce specifically the terms and provisions hereof, this being in addition
to any other remedy to which any of them may be entitled by law or
equity.
(b) Jurisdiction.
Each of
the Company and the Purchaser (i) hereby irrevocably submit to the exclusive
jurisdiction of the state and federal courts sitting in Broward and Hillsborough
County, Florida for the purposes of any suit, action or proceeding arising
out
of or relating to this Agreement and (ii) hereby waives, and agrees not to
assert in any such suit action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action
or
proceeding is brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper. The Company and the Purchaser consent to
process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this paragraph shall affect
or
limit any right to serve process in any other manner permitted by
law.
8
(c) Notices.
Any
notice or other communication required or permitted to be given hereunder shall
be in writing by facsimile, mail or personal delivery and shall be effective
upon actual receipt of such notice. The addresses for such communications shall
be:
If
to the
Company:
Innovative
Software Technologies, Inc.
0000
XXX
Xxxxxxxxx, Xxxxx 000
Xxxx
Xxxxx, XX 00000
Fax:
(561) 417 - 7253
Attention:
Xxxxxxxxxxx X. Xxxxx, Chief Financial Officer
If
to the
Purchasers, to the addresses set forth on their respective signature pages
hereto:
Any
party
hereto may from time to time change its address for notices by giving at least
five days’ written notice of such changed address to the other parties hereto.
(d) Waivers.
No
waiver by any party of any default with respect to any provision, condition
or
requirement of this Agreement shall be deemed to be a continuing waiver in
the
future or a waiver of any other provision, condition or requirement hereof,
nor
shall any delay or omission of any party to exercise any right hereunder in
any
manner impair the exercise of any such right accruing to it thereafter. The
representations and warranties and the agreements and covenants of the Company
and each Purchaser contained herein shall survive the closing of the transaction
contemplated by this Agreement.
(e) Execution
in Counterpart.
This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement, it being understood that all parties
need
not sign the same counterpart.
(f) Signatures.
Facsimile signatures shall be valid and binding on each party submitting the
same.
(g) Entire
Agreement; Amendment.
This
Agreement, together with the Notes and Warrants and the other agreements and
documents contemplated hereby and thereby, contains the entire understanding
and
agreement of the parties, and may not be amended, modified or terminated except
by a written agreement signed by the Company and the Holder of the Registrable
Securities seeking registration of such securities.
(h) Governing
Law.
This
Agreement and the validity and performance of the terms hereof shall be governed
by and construed in accordance with the laws of the State of Florida applicable
to contracts executed and to be performed entirely within such state, except
to
the extent that the law of the State of California regulates the Company’s
issuance of securities.
9
(i) Jury
Trial.
EACH
PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.
(j) Force
Majeure.
The
Company shall not be deemed in breach of its commitments under this Agreement
shall be required if the Company is unable to fulfill its obligations hereunder
in a timely fashion if the SEC or the Nasdaq National Market are closed or
operating on a limited basis as a result of the occurrence of a Force Majeure.
As used herein, “Force
Majeure”
means
war or armed hostilities or other national or international calamity, or one
or
more acts of terrorism, which are having a material adverse effect on the
financial markets in the United States.
(k) Titles.
The
titles used in this Agreement are used for convenience only and are not to
be
considered in construing or interpreting this Agreement.
(l) No
Strict Construction.
The
language used in this Agreement will be deemed to be the language chosen by
the
parties to express their mutual intent, and no rule of strict construction
will
be applied against any party.
[signatures
to follow]
10
In
Witness Whereof,
the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
COMPANY:
|
|
INNOVATIVE
SOFTWARE TECHNOLOGIES, INC.
|
|
By:__________________________________
|
|
Xxxxxxxxxxx
X. Xxxxx
|
|
Chief
Financial Officer
|
|
11
PURCHASER
COUNTERPART SIGNATURE PAGE
DATED
October 16, 2006,
AMONG
INNOVATIVE SOFTWARE TECHNOLOGIES, INC. AND
THE
“PURCHASERS” IDENTIFIED THEREIN
The
undersigned hereby executes and delivers the Registration Rights Agreement
to
which this Signature Page is attached, which, together with all counterparts
of
the Registration Rights Agreement and Signature Pages of the Company and other
“Purchasers” under the Registration Rights Agreement, shall constitute one and
the same document in accordance with the terms of the Registration Rights
Agreement.
PURCHASER: Crescent
International Ltd.
By:__________________________________________
Name:________________________________________
Title:_________________________________________
Date:_________________________________________
Address: 00
xx.
Xxxxx-Xxxxx
XX
0000 XXXXXXXX , Xxxxxx
Xxxxxxxxxxx
Date
of
Note: October
16, 2006
Principal
Amount of Note: $300,000
USD
Date
of
Warrant:
October
16, 2006
Number
of
Shares Covered by Warrant: 1,200,000