-1-
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("REGISTRATION RIGHTS AGREEMENT"),
entered into as of June 5, 1997, between ___________________ with an address
at ________________ (the "PURCHASER"), and Cortex Pharmaceuticals, Inc., a
Delaware corporation, with its principal office at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "COMPANY").
W I T N E S S E T H:
WHEREAS, pursuant to a Convertible Securities Subscription Agreement,
dated as of June 5, 1997 (the "SUBSCRIPTION AGREEMENT"), by and between the
Company and the Purchaser, the Company has agreed to sell and the Purchaser
has agreed to purchase (a) ______________ shares of Series A Convertible
Preferred Stock, 0.001 par value (the "PREFERRED STOCK") of the Company,
convertible into shares of Common Stock, par value $0.001 per share (the
"COMMON STOCK") and conferring upon the holder the right, under certain
circumstances, to purchase additional shares of Common Stock (the "ADDITIONAL
COMMON STOCK") and (b) warrants to purchase _______________ shares of Common
Stock (the "WARRANTS"). The shares of Common Stock issuable upon conversion
of the Preferred Stock are referred to herein as the "UNDERLYING STOCK", and
the Common Stock issuable upon the exercise of the Warrants are referred to
as the "WARRANT STOCK." The Additional Common Stock, the Underlying Stock
and the Warrant Stock are referred to herein as the "SHARES".
WHEREAS, pursuant to the terms of, and in partial consideration for, the
Purchaser s agreement to enter into the Subscription Agreement, the Company
has agreed to provide the Purchaser with certain registration rights with
respect to the Shares;
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth herein, the
Company and the Purchaser agree as follows:
1. CERTAIN DEFINITIONS. As used in this Registration Rights
Agreement, the following terms shall have the following respective meanings.
Other terms used herein which are defined in the Subscription Agreement shall
have the same meanings herein as are set forth for such terms in the
Subscription Agreement.
-2-
"CERTIFICATE OF DESIGNATION" shall mean the Certificate of Designation
of Rights, Preferences and Privileges of Series A Convertible Preferred Stock
which sets forth the rights and preferences of the Preferred Stock, including
the terms on which the Preferred Stock may be converted in shares of Common
Stock.
"COMMISSION" or "SEC" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
"HOLDER" shall include the Purchaser and any transferee of Preferred
Stock, Warrants, Shares or Registrable Securities which have not been sold to
the public to whom the registration rights conferred by this Registration
Rights Agreement have been transferred in compliance with Section 14 of this
Registration Rights Agreement.
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.
"REGISTRABLE SECURITIES" shall mean: (i) Shares; (ii) any securities
into which or for which any such Shares shall have been converted or
exchanged pursuant to any recapitalization, reorganization or merger; and
(iii) any securities issued with respect to any of the foregoing pursuant to
a stock split or stock dividend.
"REGISTRATION EXPENSES" shall mean all expenses to be incurred by the
Company in connection with the Purchaser's exercise of its registration
rights under this Registration Rights 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 (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company).
"REGISTRATION STATEMENT" shall have the meaning set forth in Section
2(a) herein.
"REGULATION D" shall mean Regulation D promulgated under the Securities
Act, as amended from time to time.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended from
time to time.
-3-
"SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions, if any, applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for Holder not described within
"Registration Expenses."
2. REGISTRATION REQUIREMENTS. The Company shall file, as promptly as
possible and in any event by the twenty-fifth (25th) calendar day after the
First Closing Date, and use its best efforts to cause to become effective, as
promptly as possible and in any event by the seventy-fifth (75th) calendar
day after the First Closing Date, a registration statement on Form SB-2 under
the Securities Act or, if Form SB-2 is not then available, on another
appropriate form covering the resale of the Registrable Securities, and shall
take all action necessary to qualify the Registrable Securities under state
"blue sky" laws as hereinafter provided. The Company shall use its diligent
best efforts to effect the registrations contemplated by the foregoing
(including, without limitation, the execution of an undertaking to file
amendments and post-effective amendments, appropriate qualification under and
compliance with applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the
Securities Act) and as would permit or facilitate the sale and distribution
of all the Registrable Securities in all states reasonably requested by the
Holder for purposes of maximizing the proceeds realizable by the Holder,
except that the Company shall not be required in connection therewith or as a
condition thereof to qualify as a foreign corporation in any jurisdiction in
which it is not otherwise required to be so qualified, except the State of
New York (if required in order to satisfy New York blue sky laws), from such
sale and distribution. Such best efforts by the Company shall include,
without limitation, the following:
(a) The Company shall file (i) registration statements with the
Commission pursuant to Rule 415 under the Securities Act on Form SB-2 under
the Securities Act and the Company shall use its best efforts to qualify for
the use of such Form (or in the event that the Company is ineligible to use
such form, such other form as the Company is eligible to use under the
Securities Act) covering all of the Registrable Securities so to be
registered (each, a "REGISTRATION STATEMENT"); (ii) such blue sky filings as
shall be reasonably requested to permit such sales, PROVIDED, HOWEVER, that
the Company shall not be required to register the Registrable Securities in
any jurisdiction that would subject it to general service of process in any
such jurisdiction where it is not then so subject or subject the Company to
any tax in any such jurisdiction where it is not then so subject or require
the Company to qualify to do business in any jurisdiction where it is not
then so qualified; and (iii) required filings with the National Association
of Securities Dealers, Inc. ("NASD") or exchange where the Shares are traded;
all as soon as practicable after the date hereof. The Company shall use its
best efforts to have the Registration Statement and other filings declared
effective as soon thereafter as may be practicable.
-4-
(b) At least two (2) business days prior to the anticipated filing
thereof with the SEC, the Company shall make available for inspection and
review by the Holder, a representative or representatives of the Holder, any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney or accountant retained by such Holder or
underwriter, any such registration statement or amendment or supplement or
any blue sky, NASD or other filing, all financial and other records,
pertinent corporate documents and properties of the Company as they may
reasonably request for the purpose, and cause the Company s officers,
directors and employees to supply all information reasonably requested by
any such representative, underwriter, attorney or accountant in connection
with such Registration Statement; PROVIDED, HOWEVER, that the Holder shall
first agree in writing with the Company that any information that is
reasonably and in good faith designated by the Company in writing as
confidential at the time of delivery of such information shall be kept
confidential by the Holder and that the Holder will use reasonable efforts
to cause its representatives and such other persons so to keep such
information confidential, unless (i) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, (ii) disclosure of such information is
required by law (including any disclosure requirements pursuant to Federal
securities laws in connection with the filing of any Registration Statement
or the use of any prospectus referred to in this Registration Rights
Agreement), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by any
such person, (iv) such information becomes available to any such person from
a source other than the Company and such source, to the knowledge of such
persons, is not bound by a confidentiality agreement with the Company, or
(v) such information was known to or is developed by such persons without
reference to such confidential information of the Company.
3. MULTIPLE HOLDERS. If there is more than one Holder, such Holders
shall act with respect to their rights under this Registration Rights
Agreement according to the vote of a majority-in-interest based on the
number of Registrable Securities held.
4. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
this Registration Rights Agreement shall be borne by the Company, and all
Selling Expenses shall be borne by the Holder.
5. REGISTRATION DELAY OR FAILURE. The Company acknowledges that its
failure to register the Registrable Securities in accordance with the
Subscription Agreement and this Registration Rights Agreement will cause
the Holder to suffer damages and undertake risks in amounts that will be
difficult to ascertain and were not anticipated in negotiating the terms
-5-
hereof or of the Subscription Agreement, the Certificate of Designation, the
Preferred Shares or the Warrants. Accordingly, the parties agree that it is
appropriate to include herein a provision for liquidated damages and to
compensate the Holder fairly for the additional risk undertaken by the Holder
resulting from the Company s delay or failure to effect such registrations.
The parties acknowledge and agree that the provisions hereinafter set forth
in this Section 5 represent the parties good faith effort to quantify such
damages and to compensate for such additional risk and, as such, agree that
the form and amount of damages and risk compensation are reasonable and will
not constitute a penalty.
(a) If the Registration Statement covering the resale of the Shares
is not declared effective by the SEC by the seventy-fifth (75th) calendar
day after the First Closing Date, then the Applicable X Conversion Rate and
the Applicable Y Conversion Rate (each as defined in the Certificate of
Designation) used in determining the Conversion Rate (as defined in the
Certificate of Designation) shall be reduced, commencing on the
seventy-sixth calendar day after the First Closing Date, by two (2)
percentage points (up to a maximum of five (5) percentage points) for each
month or partial month that elapses from such date until such Registration
Statement is declared effective, and the Conversion Rate as so reduced
shall then and thereafter be applicable to and upon the conversion of any
shares of such Preferred Stock, in lieu and in place of the Conversion Rate
provided in the Certificate of Designation
(b) If such Registration Statement still has not become effective by
the 180th calendar day following the First Closing Date, then, at the
Holder's option exercised at any time thereafter, the Company shall redeem
all or any portion of the Holder's shares of Preferred Stock in accordance
with the procedures set forth in Section 13 of the Certificate of
Designation, at a price per share equal to 125% of the Designated Value (as
defined in the Certificate of Designation).
6. REGISTRATION PROCEDURES. In the case of each registration effected
by the Company pursuant to this Registration Rights Agreement, the Company
will keep the Holder advised in writing as to initiation of each registration
and as to the completion thereof. At the Company's expense, the Company will
use its best efforts to:
(a) Keep such registration effective for the period ending (i) on
the third anniversary of the First Closing Date, (ii) when the Holder has
completed the distribution of the Registrable Securities described in the
registration statement relating thereto, or (iii) the date on which the
Registrable Securities are salable pursuant to Rule 144(k) promulgated
under the Securities Act, whichever first occurs.
-6-
(b) Promptly notify the Holder in writing by telecopier of any
stop order, injunction or other order or requirement of the SEC or any other
governmental agency is issued which suspends the effectiveness of any such
registration.
(c) Promptly furnish such number of prospectuses and other
documents incident thereto as the Holder from time to time may reasonably
request.
(d) Promptly notify the Holder in writing by telecopier if any
registration statement with respect to any Registrable Securities is no
longer current or includes an untrue statement of material fact required to
be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing.
7. INDEMNIFICATION.
(a) COMPANY INDEMNITY. The Company will indemnify the Holder, each
of its officers, directors and partners, and each person controlling the
Holder within the meaning of Section 15 of the Securities Act and the rules
and regulations thereunder, 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 prospectus, offering circular or other
document (including any related registration statement, notification or the
like) incident to any registration effected pursuant to this Registration
Rights Agreement, 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, in light of the circumstances in which they were
made, not misleading, 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, and will
reimburse the Holder, each of its officers, directors and partners, and each
person controlling such Holder, each such underwriter and each person who
controls any such underwriter, for any legal 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 the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission (or alleged untrue statement or omission) based upon written
information furnished to the Company by the Holder and stated to be
specifically for use therein. 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
-7-
such settlement is effected without the consent of the Company (which
consent will not be unreasonably withheld).
(b) HOLDER INDEMNITY. The Holder severally and not jointly with any
other Holders will, if Registrable Securities held by it are included in a
registration statement effected pursuant to this Registration Rights
Agreement, indemnify the Company, each of its directors, officers, partners,
each person who controls the Company 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, 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 registration statement, prospectus, offering circular or other
document incident to any registration of Registrable Securities pursuant to
this Registration Rights Agreement, or 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, and will reimburse the Company
and such other Holders and their directors, officers and partners or control
persons for any legal or any other expenses reasonably incurred in connection
with investigating or 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 registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information
furnished to the Company by the Holder and stated to be specifically for use
therein; PROVIDED, HOWEVER, that the obligations of the Holder 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 the Holder
(which consent shall not be unreasonably withheld). Notwithstanding anything
to the contrary in this Section 7, the Holder's liability under this Section
7(b) with respect to any particular registration shall be limited to an
amount equal to the proceeds received by the Holder from the Registrable
Securities sold by the Holder in such registration.
(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
Parties (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
-8-
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section except to the extent that the Indemnifying
Party is actually prejudiced by such failure to provide notice. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of the Indemnified Parties, 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 all
Indemnified Parties of a release from all liability in respect of such claim
or litigation. Each Indemnified Party shall furnish such information
regarding itself or the claim in question as any Indemnifying Party may
reasonably request in writing.
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, then each Indemnifying
Party, in lieu of indemnifying the Indemnified Parties, shall contribute to
the amount paid or payable by such Indemnified Parties as a result of such
losses, claims, damages or liabilities (i) as between the Company on the one
hand and the Indemnified Parties on the other, in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and the Indemnified Parties on the other hand from the registration
of the Registrable Securities, or (ii) if such allocation is not permitted by
applicable law, in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand
and of the Indemnified Parties, on the other hand 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 benefits received by the Company on the one hand and the
Indemnified Parties, on the other hand shall be deemed to be in the same
proportion as the proceeds from the offering (net of underwriting discounts
and commissions but before deducting expenses) received by the Company from
the initial sale of the shares of Preferred Stock, the Warrants and the
Additional Common Stock by the Company pursuant to the Subscription
Agreement bear to the gain realized by the Holder in connection with the
sale of Registrable Securities by the Holder pursuant to the registration.
The relative fault of the Company on the one hand and of the Holder, on the
other hand shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission to
state a material fact relates to information supplied by the Company by the
Holder.
In no event shall the obligation of any Indemnifying Party to contribute
under this Section 8 exceed 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.
-9-
The Company and the Holder 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 Indemnified Parties 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. 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 the Subscription Agreement, (ii) any
investigation made by or on behalf of any Indemnified Party or by or on
behalf of the Company or (iii) the consummation of the sale or successive
resales of the Registrable Securities.
10. INFORMATION BY HOLDER AND ANY UNDERWRITERS. The Holder shall
furnish to the Company, within five (5) business days of the Company s
request therefor, such information regarding the Holder or underwriters, as
the case may be, and the distribution proposed by such Holder or underwriters
as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Registration Rights Agreement.
11. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The rights granted
to the Purchaser by the Company under this Registration Rights Agreement, to
cause the Company to register Registrable Securities, may be transferred or
assigned, as the case may be, to a transferee or assignee of any of the
shares of Preferred Stock, any Warrants, or the Additional Common Stock
PROVIDED that the Company is given written notice by the Holder at the time
of or within a reasonable time after said 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 is not deemed by the Board of Directors of the
Company, in its reasonable judgment, to be a competitor of the Company and
PROVIDED, FURTHER, that the transferee or assignee of such rights agrees to
be bound by this Registration Rights Agreement.
-10-
12. RULE 144 REQUIREMENTS. The Company shall make publicly available
and available to the Holders of Registrable Securities, pursuant to Rule 144
of the Commission under the Securities Act, such information as shall be
necessary to enable the Holders of Registrable Securities to make sales of
Registrable Securities pursuant to that Rule. The Company will furnish to
any Holder of Registrable Securities, upon request made by such Holder at any
time after the undertaking of the Company in the preceding sentence shall
have first become effective, a written statement signed by the Company,
addressed to such Holder, describing briefly the action the Company has taken
or proposes to take to comply with the current public information
requirements of Rule 144. The Company will, at the request of any Holder of
Registrable Securities, upon receipt from such Holder of a certificate
certifying (i) that such Holder has held such Registrable Securities for a
period of not less than two (2) consecutive years, (ii) that such Holder has
not been an affiliate (as defined in Rule 144) of the Company for more than
the ninety (90) preceding days, and (iii) as to such other matters as may be
appropriate in accordance with such Rule, remove from the stock certificates
representing such Registrable Securities that portion of any restrictive
legend which relates to the registration provisions of the Securities Act.
13. MISCELLANEOUS.
(a) ENTIRE AGREEMENT; COUNTERPARTS. This Registration Rights
Agreement contains the entire understanding and agreement of the parties with
respect to the subject matter hereof, and may not be modified or terminated
except by a written agreement signed by the Company and the Holders of at
least a majority of the Registrable Securities. This Registration Rights
Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument.
(b) NOTICES. Unless otherwise provided herein, notices and other
deliveries to be made hereunder shall be made by hand or by registered or
certified mail (return receipt requested and postage and charges prepaid), by
a nationally recognized overnight courier (charges prepaid), or by telecopier
(in which case a copy shall also be sent by nationally recognized overnight
courier). Such notices and other deliveries shall be addressed, in the case
of the Company, to the Company at its principal place of business, at ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telecopier (714-727-3657),
Attention: President, and in the case of any Holder, at the address of such
Holder appearing on the signature page hereto or, if no such address appears
or is so given, at the last known address of such Holder, or at such other
address as the recipient shall have provided for notices in writing. Such
notices and other deliveries shall be deemed delivered and received, if made
by hand or telecopier on the date given, if made by overnight courier, on the
next business
-11-
day after the date deposited with such courier with instructions and
prepayment for next day delivery, and if sent by registered or certified
mail, on the third business day following the mailing thereof.
(c) GOVERNING LAW; CONSENT OF JURISDICTION. This Registration
Rights Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to principles of
conflicts of laws. Each of the Company and the Purchaser (i) hereby
irrevocably submits to the non-exclusive jurisdiction of the United States
District Court for the Southern District of New York for the purposes of any
suit, action or proceeding arising out of or relating to this Registration
Rights 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. Each of the Company and the Purchaser consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof to such party via certified mail to the address in effect for notices
to it under this Registration Rights 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.
(d) HEADINGS. The headings used in this Registration Rights
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Registration Rights Agreement.
(e) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.
(f) REMEDIES. In the event of a breach by the Company of its
obligations under this Agreement, each Holder, in addition to being entitled
to exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Registration Rights
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.
-12-
(g) REGISTRABLE SECURITIES HELD BY THE Company. Whenever the
consent or approval of Holders of Registrable Securities is required pursuant
to this Agreement, Registrable Securities held by the Company shall not be
counted in determining whether such consent or approval was duly and properly
given by such Holders.
(h) TERM. The agreements of the Company contained in this Agreement
shall continue in full force and effect so long as any Holder holds any
Registrable Securities.
(i) NO INCONSISTENT AGREEMENTS. The Company has not previously
entered into any agreement with respect to its Common Stock granting any
registration rights to any Person inconsistent with this Agreement, and will
not on or after the date of this Agreement enter into any agreement with
respect to its securities which grants demand registration rights
inconsistent with this Agreement to anyone or which is inconsistent with the
rights granted to the Holders of Registrable Securities in this Registration
Rights Agreement or otherwise conflicts with the provisions hereof.
-13-
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed as of the date first above written.
PURCHASER:
[_______________________________]
By:______________________________
Name:
Title:
COMPANY:
Notice Address:
Telephone:_________________________
Telecopier:________________________
Attn.:
CORTEX PHARMACEUTICALS, INC.,
a Delaware corporation
By:________________________________
Name:______________________________
Title: