INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"),
dated as of December ______, 2005, by and among ALFA
INTERNATIONAL HOLDINGS CORP., a Delaware corporation (the
"Company"), and the undersigned investors listed on Schedule I
attached hereto (each, an "Investor" and collectively, the
"Investors").
WHEREAS:
A. In connection with the Securities Purchase Agreement
by and among the parties hereto of even date herewith (the
"Securities Purchase Agreement"), the Company has agreed, upon
the terms and subject to the conditions of the Securities
Purchase Agreement, to issue and sell to the Investors secured
convertible debentures (the "Convertible Debentures") which
shall be convertible into that number of shares of the Company's
common stock, par value $0.001 per share (the "Common Stock"),
pursuant to the terms of the Securities Purchase Agreement for
an aggregate purchase price of up to Five Hundred Thousand
Dollars ($500,000). Capitalized terms not defined herein shall
have the meaning ascribed to them in the Securities Purchase
Agreement.
B. To induce the Investors to execute and deliver the
Securities Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations there under, or any
similar successor statute (collectively, the "Securities Act"),
and applicable state securities laws.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investors hereby agree as
follows:
1. DEFINITIONS.
As used in this Agreement, the following terms shall have
the following meanings:
(a) "Person" means a corporation, a limited liability
company, an association, a partnership, an organization, a
business, an individual, a governmental or political subdivision
thereof or a governmental agency.
(b) "Register," "registered," and "registration"
refer to a registration effected by preparing and filing one or
more Registration Statements (as defined below) in compliance
with the Securities Act and pursuant to Rule 415 under the
Securities Act or any successor rule providing for offering
securities on a continuous or delayed basis ("Rule 415"), and
the declaration or ordering of effectiveness of such
Registration Statement(s) by the United States Securities and
Exchange Commission (the "SEC").
(c) "Registrable Securities" means the shares of
Common Stock issuable to the Investors upon conversion of the
Convertible Debentures pursuant to the Securities Purchase
Agreement and the Warrant Shares, as this term is defined in the
Securities Purchase Agreement.
(d) "Registration Statement" means a registration
statement under the Securities Act which covers the Registrable
Securities.
2. REGISTRATION.
(a) Subject to the terms and conditions of this
Agreement, the Company shall prepare and file, no later than
forty five (45) days from the date hereof (the "Scheduled Filing
Deadline"), with the SEC a registration statement on Form S-1
or SB-2 (or, if the Company is then eligible, on Form S-3) under
the Securities Act (the "Initial Registration Statement") for
the resale by the Investors of the Registrable Securities, which
includes at least 7,309,942 shares of Common Stock to be issued
upon conversion of the Convertible Debentures and 257,732 shares
of Common Stock to be issued upon exercise of the Warrant. The
Company shall cause the Registration Statement to remain
effective until all of the Registrable Securities have been
sold. Prior to the filing of the Registration Statement with
the SEC, the Company shall furnish a copy of the Initial
Registration Statement to the Investors for their review and
comment. The Investors shall furnish comments on the Initial
Registration Statement to the Company within twenty-four (24)
hours of the receipt thereof from the Company.
(b) Effectiveness of the Initial Registration
Statement. The Company shall use its best efforts (i) to have
the Initial Registration Statement declared effective by the SEC
no later than one hundred twenty (120) days after the date
hereof (the "Scheduled Effective Deadline") and (ii) to insure
that the Initial Registration Statement and any subsequent
Registration Statement remains in effect until all of the
Registrable Securities have been sold, subject to the terms and
conditions of this Agreement. It shall be an event of default
hereunder if the Initial Registration Statement is not filed by
the Scheduled Filing Deadline or declared effective by the
Scheduled Effective Deadline.
(c) Failure to File or Obtain Effectiveness of the
Registration Statement. In the event the Registration Statement
is not filed by the Scheduled Filing Deadline or is not declared
effective by the SEC on or before the Scheduled Effective
Deadline, or if after the Registration Statement has been
declared effective by the SEC, sales cannot be made pursuant to
the Registration Statement (whether because of a failure to
keep the Registration Statement effective, failure to disclose
such information as is necessary for sales to be made pursuant
to the Registration Statement, failure to register sufficient
shares of Common Stock or otherwise then as partial relief for
the damages to any holder of Registrable Securities by reason of
any such delay in or reduction of its ability to sell the
underlying shares of Common Stock (which remedy shall not be
exclusive of any other remedies at law or in equity), the
Company will pay as liquidated damages (the "Liquidated
Damages") to the holder, at the holder's option, either a cash
amount or shares of the Company's Common Stock within three (3)
business days, after demand therefore, equal to two percent (2%)
of the liquidated value of the Convertible Debentures
outstanding as Liquidated Damages for each thirty (30) day
period after the Scheduled Filing Deadline or the Scheduled
Effective Date as the case may be.
(d) Liquidated Damages. The Company and the Investor
hereto acknowledge and agree that the sums payable under
subsection 2(c)above shall constitute liquidated damages and not
penalties and are in addition to all other rights of the
Investor, including the right to call a default. The parties
further acknowledge that (i) the amount of loss or damages
likely to be incurred is incapable or is difficult to precisely
estimate, (ii) the amounts specified in such subsections bear a
reasonable relationship to, and are not plainly or grossly
disproportionate to, the probable loss likely to be incurred in
connection with any failure by the Company to obtain or
maintain the effectiveness of a Registration Statement, (iii)
one of the reasons for the Company and the Investor reaching an
agreement as to such amounts was the uncertainty and cost of
litigation regarding the question of actual damages, and (iv)
the Company and the Investor are sophisticated business parties
and have been represented by sophisticated and able legal
counsel and negotiated this Agreement at arm's length.
3. RELATED OBLIGATIONS.
(a) The Company shall keep the Registration Statement
effective pursuant to Rule 415 at all times until the date on
which the Investor shall have sold all the Registrable
Securities covered by such Registration Statement (the
"Registration Period"), which Registration Statement (including
any amendments or supplements thereto and prospectuses contained
therein) shall not contain 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, in light
of the circumstances in which they were made, not misleading.
(b) The Company shall prepare and file with the SEC such
amendments (including post-effective amendments) and supplements
to a Registration Statement and the prospectus used in
connection with such Registration Statement, which prospectus is
to be filed pursuant to Rule 424 promulgated under the
Securities Act, as may be necessary to keep such Registration
Statement effective at all times during the Registration Period,
and, during such period, comply with the provisions of the
Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by such
Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or
sellers thereof as set forth in such Registration Statement. In
the case of amendments and supplements to a Registration
Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of
the Company's filing a report on Form 10-KSB, Form 10-QSB or
Form 8-K or any analogous report under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), the Company shall
incorporate such report by reference into the Registration
Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the Exchange
Act report is filed which created the requirement for the
Company to amend or supplement the Registration Statement.
(c) The Company shall furnish to each Investor whose
Registrable Securities are included in any Registration
Statement, without charge, (i) at least one (1) copy of such
Registration Statement as declared effective by the SEC and any
amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, all
exhibits and each preliminary prospectus, (ii) ten (10) copies
of the final prospectus included in such Registration Statement
and all amendments and supplements thereto (or such other number
of copies as such Investor may reasonably request) and (iii)
such other documents as such Investor may reasonably request
from time to time in order to facilitate the disposition of the
Registrable Securities owned by such Investor.
(d) The Company shall use its best efforts to (i) register
and qualify the Registrable Securities covered by a Registration
Statement under such other securities or "blue sky" laws of such
jurisdictions in the United States as any Investor reasonably
requests, (ii) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements
to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration
Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all
times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection
therewith or as a condition thereto to (w) make any change to
its articles of incorporation or by-laws, (x) qualify to do
business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(d), (y) subject
itself to general taxation in any such jurisdiction, or (z) file
a general consent to service of process in any such
jurisdiction. The Company shall promptly notify each Investor
who holds Registrable Securities of the receipt by the Company
of any notification with respect to the suspension of the
registration or qualification of any of the Registrable
Securities for sale under the securities or "blue sky" laws of
any jurisdiction in the United States or its receipt of actual
notice of the initiation or threat of any proceeding for such
purpose.
(e) As promptly as practicable after becoming aware of
such event or development, the Company shall notify each
Investor in writing of the happening of any event as a result
of which the prospectus included in a Registration Statement, as
then in effect, includes an untrue statement of a material fact
or omission to state a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a
supplement or amendment to such Registration Statement to
correct such untrue statement or omission, and deliver ten (10)
copies of such supplement or amendment to each Investor. The
Company shall also promptly notify each Investor in writing (i)
when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or
any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to each Investor by
facsimile on the same day of such effectiveness), (ii) of any
request by the SEC for amendments or supplements to a
Registration Statement or related prospectus or related
information, and (iii) of the Company's reasonable determination
that a post-effective amendment to a Registration Statement
would be appropriate.
(f) The Company shall use its best efforts to prevent the
issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the
qualification of any of the Registrable Securities for sale in
any jurisdiction within the United States of America and, if
such an order or suspension is issued, to obtain the withdrawal
of such order or suspension at the earliest possible moment and
to notify each Investor who holds Registrable Securities being
sold of the issuance of such order and the resolution thereof or
its receipt of actual notice of the initiation or threat of any
proceeding for such purpose.
(g) At the reasonable request of any Investor, the Company
shall furnish to such Investor, on the date of the effectiveness
of the Registration Statement and thereafter from time to time
on such dates as an Investor may reasonably request (i) a
letter, dated such date, from the Company's independent
certified public accountants in form and substance as is
customarily given by independent certified public accountants to
underwriters in an underwritten public offering, and (ii) an
opinion, dated as of such date, of counsel representing the
Company for purposes of such Registration Statement, in form,
scope and substance as is customarily given in an underwritten
public offering, addressed to the Investors.
(h) The Company shall make available for inspection by (i)
any Investor and (ii) one (1) firm of accountants or other
agents retained by the Investors (collectively, the
"Inspectors") all pertinent financial and other records, and
pertinent corporate documents and properties of the Company
(collectively, the "Records"), as shall be reasonably deemed
necessary by each Inspector, and cause the Company's officers,
directors and employees to supply all information which any
Inspector may reasonably request; provided, however, that each
Inspector shall agree, and each Investor hereby agrees, to hold
in strict confidence and shall not make any disclosure (except
to an Investor) or use any Record or other information which the
Company determines in good faith to be confidential, and of
which determination the Inspectors are so notified, unless (a)
the disclosure of such Records is necessary to avoid or correct
a misstatement or omission in any Registration Statement or is
otherwise required under the Securities Act, (b) the release of
such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent
jurisdiction, or (c) the information in such Records has been
made generally available to the public other than by disclosure
in violation of this or any other agreement of which the
Inspector and the Investor has knowledge. Each Investor agrees
that it shall, upon learning that disclosure of such Records is
sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the
Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a
protective order for, the Records deemed confidential.
(i) The Company shall hold in confidence and not make any
disclosure of information concerning an Investor provided to the
Company unless (i) disclosure of such information is necessary
to comply with federal or state securities laws, (ii) the
disclosure of such information is necessary to avoid or correct
a misstatement or omission in any Registration Statement, (iii)
the release of such information is ordered pursuant to a
subpoena or other final, non-appealable order from a court or
governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public
other than by disclosure in violation of this Agreement or any
other agreement. The Company agrees that it shall, upon
learning that disclosure of such information concerning an
Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt
written notice to such Investor and allow such Investor, at the
Investor's expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such
information.
(j) The Company shall use its best efforts either to cause
all the Registrable Securities covered by a Registration
Statement (i) to be listed on each securities exchange on which
securities of the same class or series issued by the Company are
then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or
(ii) the inclusion for quotation on the National Association of
Securities Dealers, Inc. OTC Bulletin Board for such Registrable
Securities. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section
3(j).
(k) The Company shall cooperate with the Investors who
hold Registrable Securities being offered and, to the extent
applicable, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to a
Registration Statement and enable such certificates to be in
such denominations or amounts, as the case may be, as the
Investors may reasonably request and registered in such names as
the Investors may request.
(l) The Company shall use its best efforts to cause the
Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to
consummate the disposition of such Registrable Securities.
(m) The Company shall make generally available to its
security holders as soon as practical, but not later than ninety
(90) days after the close of the period covered thereby, an
earnings statement (in form complying with the provisions of
Rule 158 under the Securities Act) covering a twelve (12) month
period beginning not later than the first day of the Company's
fiscal year next following the effective date of the
Registration Statement.
(n) The Company shall otherwise use its best efforts to
comply with all applicable rules and regulations of the SEC in
connection with any registration hereunder.
(o) Within two (2) business days after a Registration
Statement which covers Registrable Securities is declared
effective by the SEC, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent
for such Registrable Securities (with copies to the Investors
whose Registrable Securities are included in such Registration
Statement) confirmation that such Registration Statement has
been declared effective by the SEC in the form attached hereto
as Exhibit A.
(p) The Company shall take all other reasonable actions
necessary to expedite and facilitate disposition by the
Investors of Registrable Securities pursuant to a Registration
Statement.
4. OBLIGATIONS OF THE INVESTORS.
Each Investor agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described
in Section 3(f) or the first sentence of 3(e), such Investor
will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering
such Registrable Securities until such Investor's receipt of the
copies of the supplemented or amended prospectus contemplated by
Section 3(e) or receipt of notice that no supplement or
amendment is required. Notwithstanding anything to the
contrary, the Company shall cause its transfer agent to deliver
unlegended certificates for shares of Common Stock to a
transferee of an Investor in accordance with the terms of the
Securities Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has
entered into a contract for sale prior to the Investor's receipt
of a notice from the Company of the happening of any event of
the kind described in Section 3(f) or the first sentence of 3(e)
and for which the Investor has not yet settled.
5. EXPENSES OF REGISTRATION.
All expenses incurred in connection with registrations,
filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and
qualifications fees, printers, legal and accounting fees shall
be paid by the Company.
6. INDEMNIFICATION.
With respect to Registrable Securities which are included
in a Registration Statement under this Agreement:
(a) To the fullest extent permitted by law, the Company
will, and hereby does, indemnify, hold harmless and defend each
Investor, the directors, officers, partners, employees, agents,
representatives of, and each Person, if any, who controls any
Investor within the meaning of the Securities Act or the
Exchange Act (each, an "Indemnified Person"), against any
losses, claims, damages, liabilities, judgments, fines,
penalties, charges, costs, reasonable attorneys' fees, amounts
paid in settlement or expenses, joint or several (collectively,
"Claims") incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or
appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body
or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto ("Indemnified
Damages"), to which any of them may become subject insofar as
such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a
material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other
"blue sky" laws of any jurisdiction in which Registrable
Securities are offered ("Blue Sky Filing"), or the omission or
alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading; (ii) 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
thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading;
or (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or
regulation there under relating to the offer or sale of the
Registrable Securities pursuant to a Registration Statement (the
matters in the foregoing clauses (i) through (iii) being,
collectively, "Violations"). The Company shall reimburse the
Investors and each such controlling person promptly as such
expenses are incurred and are due and payable, for any legal
fees or disbursements or other reasonable expenses incurred by
them in connection with investigating or defending any such
Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section
6(a): (x) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in
writing to the Company by such Indemnified Person expressly for
use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto;
(y) shall not be available to the extent such Claim is based on
a failure of the Investor to deliver or to cause to be
delivered the prospectus made available by the Company, if such
prospectus was timely made available by the Company pursuant to
Section 3(c); and (z) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall
not be unreasonably withheld. Such indemnity shall remain in
full force and effect regardless of any investigation made by or
on behalf of the Indemnified Person and shall survive the
transfer of the Registrable Securities by the Investors pursuant
to Section 9 hereof.
(b) In connection with a Registration Statement, each
Investor agrees to severally and not jointly indemnify, hold
harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its
directors, each of its officers, employees, representatives, or
agents and each Person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act (each an
"Indemnified Party"), against any Claim or Indemnified Damages
to which any of them may become subject, under the Securities
Act, the Exchange Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or is 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 to the Company by such Investor expressly
for use in connection with such Registration Statement; and,
subject to Section 6(d), such Investor will reimburse any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such Claim; provided, however,
that the indemnity agreement contained in this Section 6(b) and
the agreement with respect to contribution contained in Section
7 shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of
such Investor, which consent shall not be unreasonably withheld;
provided, further, however, that the Investor shall be liable
under this Section 6(b) for only that amount of a Claim or
Indemnified Damages as does not exceed the net proceeds to such
Investor as a result of the sale of Registrable Securities
pursuant to such Registration Statement. Such indemnity shall
remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive
the transfer of the Registrable Securities by the Investors
pursuant to Section 9. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in
this Section 6(b) with respect to any prospectus shall not inure
to the benefit of any Indemnified Party if the untrue statement
or omission of material fact contained in the prospectus was
corrected and such new prospectus was delivered to each Investor
prior to such Investor's use of the prospectus to which the
Claim relates.
(c) Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 6 of notice of the
commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party
under this Section 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 control of the
defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the fees and expenses of not more
than one (1) counsel for such Indemnified Person or Indemnified
Party to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified
Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. The
Indemnified Party or Indemnified Person shall cooperate fully
with the indemnifying party in connection with any negotiation
or defense of any such action or claim by the indemnifying party
and shall furnish to the indemnifying party all information
reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person
fully apprised at all times as to the status of the defense or
any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written
consent; provided, however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the prior written consent of
the Indemnified Party or Indemnified Person, consent to entry of
any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a release from all liability in respect to
such claim or litigation. Following indemnification as provided
for hereunder, the indemnifying party shall be subrogated to all
rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to
the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6,
except to the extent that the indemnifying party is prejudiced
in its ability to defend such action.
(d) The indemnification required by this Section 6 shall
be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred.
(e) The indemnity agreements contained herein shall be in
addition to (i) any cause of action or similar right of the
Indemnified Party or Indemnified Person against the indemnifying
party or others, and (ii) any liabilities the indemnifying party
may be subject to pursuant to the law.
7. CONTRIBUTION.
To the extent any indemnification by an indemnifying party
is prohibited or limited by law, the indemnifying party agrees
to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that: (i) no
seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any
seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any
seller of Registrable Securities shall be limited in amount to
the net amount of proceeds received by such seller from the sale
of such Registrable Securities.
8. REPORTS UNDER THE EXHANGE ACT.
With a view to making available to the Investors the
benefits of Rule 144 promulgated under the Securities Act or any
similar rule or regulation of the SEC that may at any time
permit the Investors to sell securities of the Company to the
public without registration ("Rule 144") the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and
other documents required of the Company under the Securities Act
and the Exchange Act so long as the Company remains subject to
such requirements (it being understood that nothing herein shall
limit the Company's obligations under Section 4(c) of the
Securities Purchase Agreement) and the filing of such reports
and other documents as are required by the applicable
provisions of Rule 144; and
(c) furnish to each Investor so long as such Investor owns
Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange
Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such
securities pursuant to Rule 144 without registration.
9. AMENDMENT OF REGISTRATION RIGHTS.
Provisions of this Agreement 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 Investors who
then hold at least two-thirds (2/3) of the Registrable
Securities. Any amendment or waiver effected in accordance with
this Section 9 shall be binding upon each Investor and the
Company. No such amendment shall be effective to the extent
that it applies to fewer than all of the holders of the
Registrable Securities. No consideration shall be offered or
paid to any Person to amend or consent to a waiver or
modification of any provision of any of this Agreement unless
the same consideration also is offered to all of the parties to
this Agreement.
10. MISCELLANEOUS.
(a) A Person is deemed to be a holder of Registrable
Securities whenever such Person owns or is deemed to own of
record such Registrable Securities. If the Company receives
conflicting instructions, notices or elections from two (2) or
more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or
election received from the registered owner of such Registrable
Securities.
(b) Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) business
day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party
to receive the same. The addresses and facsimile numbers for
such communications shall be:
If to the Company, to: Alfa International Holdings Corp.
Empire State Building - Suite 1103
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With Copy to: Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to an Investor, to its address and facsimile number on the
Schedule of Investors attached hereto, with copies to such
Investor's representatives as set forth on the Schedule of
Investors or to such other address and/or facsimile number
and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party
five (5) days prior to the effectiveness of such change.
Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender's
facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or
(C) provided by a courier or overnight courier service shall be
rebuttable evidence of personal service, receipt by facsimile or
receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above,
respectively.
(c) Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver
thereof.
(d) The laws of the State of New Jersey shall
govern all issues concerning the relative rights of the Company
and the Investors as its stockholders. All other questions
concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the
internal laws of the State of New Jersey, without giving effect
to any choice of law or conflict of law provision or rule
(whether of the State of New Jersey or any other jurisdiction)
that would cause the application of the laws of any jurisdiction
other than the State of New Jersey. Each party hereby
irrevocably submits to the non-exclusive jurisdiction of the
Superior Courts of the State of New Jersey, sitting in ▇▇▇▇▇▇
County, New Jersey and federal courts for the District of New
Jersey sitting Newark, New Jersey, for the adjudication of any
dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any
manner permitted by law. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or
enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision
of this Agreement in any other jurisdiction. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(e) This Agreement, the Irrevocable Transfer Agent
Instructions, the Securities Purchase Agreement and related
documents including the Convertible Debenture and the Escrow
Agreement dated the date hereof by and among the Company, the
Investors set forth on the Schedule of Investors attached
hereto, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the "Escrow Agreement") and
the Security Agreement dated the date hereof (the "Security
Agreement") constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof.
There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein.
This Agreement, the Irrevocable Transfer Agent Instructions, the
Securities Purchase Agreement and related documents including
the Convertible Debenture, the Escrow Agreement and the Security
Agreement supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter
hereof and thereof.
(f) This Agreement shall inure to the benefit of
and be binding upon the permitted successors and assigns of each
of the parties hereto.
(g) The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise
affect the meaning hereof.
(h) This Agreement may be executed in identical
counterparts, each of which shall be deemed an original but all
of which shall constitute one and the same agreement. This
Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this
Agreement.
(i) Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.
The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent
and no rules of strict construction will be applied against any
party.
(j) This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Investor
Registration Rights Agreement to be duly executed as of day and
year first above written.
COMPANY:
ALFA INTERNATIONAL HOLDINGS CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President & CEO
SCHEDULE I
SCHEDULE OF INVESTORS
Name Signature Address/Facsimile
Number of Investors
Cornell Capital Partners, LP By: Yorkville Advisors, LLC ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
Its: General Partner ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Its: Portfolio Manager
With a copy to: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
EXHIBIT A
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
Attention:
Re: ALFA INTERNATIONAL HOLDINGS CORP.
Ladies and Gentlemen:
We are counsel to Alfa International Holdings Corp., a
Delaware corporation (the "Company"), and have represented the
Company in connection with that certain Securities Purchase
Agreement (the "Securities Purchase Agreement") entered into by
and among the Company and the investors named therein
(collectively, the "Investors") pursuant to which the Company
issued to the Investors shares of its Common Stock, par value
$0.001 per share (the "Common Stock"). Pursuant to the Purchase
Agreement, the Company also has entered into a Registration
Rights Agreement with the Investors (the "Investor Registration
Rights Agreement") pursuant to which the Company agreed, among
other things, to register the Registrable Securities (as defined
in the Registration Rights Agreement) under the Securities Act
of 1933, as amended (the "Securities Act"). In connection with
the Company's obligations under the Registration Rights
Agreement, on ____________ ____, the Company filed a
Registration Statement on Form ________ (File No. 333-
_____________) (the "Registration Statement") with the
Securities and Exchange SEC (the "SEC") relating to the
Registrable Securities which names each of the Investors as a
selling stockholder there under.
In connection with the foregoing, we advise you that a
member of the SEC's staff has advised us by telephone that the
SEC has entered an order declaring the Registration Statement
effective under the Securities Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no
knowledge, after telephonic inquiry of a member of the SEC's
staff, that any stop order suspending its effectiveness has been
issued or that any proceedings for that purpose are pending
before, or threatened by, the SEC and the Registrable Securities
are available for resale under the Securities Act pursuant to
the Registration Statement.
Very truly yours,
[Law Firm]
By:_________________________
cc:[LIST NAMES OF INVESTORS]
