EXHIBIT 10.19
REGISTRATION RIGHTS AGREEMENT
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THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of the
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day of , 200 by and between Power2Ship, Inc., a Nevada corporation with
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its principal offices at 000 Xxxxx Xxxxx Xxxx, Xxxx Xxxxx, XX 00000 (the
"Company"), and the holders (collectively, the "Holders") of 14.25% Secured
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Convertible Debentures (collectively, the "Debentures").
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The parties hereto, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
hereby agree as follows:
1. DEFINITIONS. The following terms have the following meanings:
(a) "Act" means the U.S. Securities Act of 1933, as amended, and the
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rules and regulations promulgated thereunder.
(b) "Commission" means the Securities and Exchange Commission.
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(c) "Common Stock" means the Common Stock, par value $0.001 per share,
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of the Company.
(d) "Registrable Securities" means any Common Stock of the Company
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issued or issuable to the Holders upon conversion and/or redemption of the
Debentures or as provided for in Section 2, below.
(e) "Registration," "register" and like words mean compliance with all
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of the laws, rules and regulations (federal, state and local), and provisions of
agreements and corporate documents pertaining to the public offering of
securities, including registration of any public offering of securities on any
form under the Act.
(f) "Registration Statement" means that registration statement to be
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filed with the Commission pursuant to Section 2.a. below.
2. MANDATORY REGISTRATION.
(a) The Company shall within forty-five (45) days of the final closing
of the offering related to the Debentures (the "Offering") file a Registration
Statement with the Commission registering the Registrable Securities. In the
event that the Company fails to strictly comply with the preceding sentence,
then the Company shall issue to each Holder 75 shares of Common Stock for each
$1,000 of the face value of the Debentures held (or a pro rata portion rounded
to the next highest share if less than $1,000).
(b) In addition, the Company shall use its best efforts utilizing the
services of a securities attorney to cause the Registration Statement filed
pursuant to Section 2(a) hereof to be declared effective by the Commission
within 120 days of the final closing of the Offering. In the event that the
Company fails to strictly comply with the preceding sentence, then the Company
shall issue to each Holder 75 shares of Common Stock for each $1,000 of the face
value of the Debentures held (or a pro rata portion rounded to the next highest
share if less than $1,000). The shares to be issued in accordance with Sections
2(a) and 2(b) are independent of each other.
(c) Upon effectiveness, the Company shall, subject to "blackouts" or
suspensions required by applicable law, keep the Registration Statement
referenced in this Section 2 effective for so long as any Debentures are
outstanding.
3. INFORMATION TO BE FURNISHED BY THE HOLDERS. As a condition to the
Company's registration obligations hereunder, the Holders shall furnish to the
Company in writing all information within its possession, control or knowledge
reasonably requested by the Company and/or required by the applicable rules and
regulations of the Commission and by any applicable state securities or blue sky
laws concerning the Holders, the proposed method of sale or other disposition of
the shares of Common Stock being sold by the Holders in such Offering, and the
identity of and compensation to be paid to any proposed underwriter or
underwriters to be employed in connection with such Offering.
4. COSTS AND EXPENSES. The Company shall pay all costs and expenses in
connection with the Registration under this Agreement; provided, however, that
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the Holders shall bear the fees and expenses of its own counsel and accountants
and any selling expenses relating to the sale or other disposition of the
Registrable Shares registered on behalf of the Holders in the
Registration Statement, including without limitation, any transfer taxes,
underwriting discounts or commissions.
5. NOTICES. All notices and other communications provided for hereunder
must be in writing and shall be deemed to have been given on the same day when
personally delivered or sent by confirmed facsimile transmission or on the next
business day when delivered by receipted courier service or on the third
business day when mailed with sufficient postage, certified mail, return receipt
requested, to the following addresses:
If to the Company: Power2Ship, Inc.
000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
Attn: Xxxxxxx Xxxxx, CEO
If to the Holders: The addresses set forth in the Company's records
or to such other address as any party shall have furnished to the other parties
pursuant to this Section 5.
6. ENTIRE AGREEMENT; MODIFICATION OF AGREEMENT; CONSENTS. This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof. Changes in, or additions to, this
Agreement may be made, and/or compliance with any covenant or condition herein
set forth may be omitted, only upon written consent of all the parties hereto.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted
successors, transferees and assigns.
8. GOVERNING LAW; VENUE. This Agreement shall be construed and enforced
in accordance with the laws of the State of Florida without regard to any of its
principles of conflicts of law. All parties hereto (a) agree that legal suit,
action or proceeding arising out of this Agreement shall be instituted only in a
federal or state court located in Florida, (b) waive any objection which they
may now have or hereafter have to the laying of the venue of any such suit,
action or proceeding as described in this Section 8, and (c) irrevocably submit
to the exclusive jurisdiction of any federal or state court located in Broward
County, Florida in any such suit, action or proceeding, but such consent shall
not constitute a general appearance or be available to any other person who is
not a party to this Agreement.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original and both of which together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed as of the date first set forth above.
POWER2SHIP, INC.
By:
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Name:
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Its:
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THE HOLDERS
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Name:
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Name:
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