EXHIBIT 10.3
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN
SEAENA, INC. AND U.C. LASER LTD. DATED MARCH 31, 2006
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
February 1, 2006, is by and between Crystalix Group International, Inc., a
Nevada corporation (the "Company"), and U.C. Laser Ltd., an Israeli corporation
("Shareholder").
RECITALS
A. Shareholder has acquired 2,276,795 shares of Class B Preferred Stock
of the Company (the "Preferred Stock") in consideration for the Company's
acquisition of certain assets of Shareholder (the "Acquisition"), which
Preferred Stock is convertible into Common Stock, provided, among other things,
that certain securities registration rights are granted to Shareholder.
B. The Company deems it desirable for the Company to grant certain
securities registration rights to Shareholder in order to induce Shareholder to
acquire such shares of Preferred Stock in connection with the Acquisition.
AGREEMENTS
In consideration of the recitals and the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. DEFINITIONS. As used in this Agreement:
(a) "Affiliate" shall have the meaning set forth in Rule 12b-2 of
the Securities Exchange Act.
(b) "Commission" means the United States Securities and Exchange
Commission.
(c) "Common Stock" means common stock of the Company.
(d) "Person" means a natural person, a partnership, a corporation,
an association, a joint-stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof or any other entity.
(e) "Registrable Shares" means the Common Stock to be issued upon
conversion of the Preferred Stock or any part thereof, PROVIDED, however, that
Registrable Shares shall not include any shares of Common Stock the sale of
which has been registered and consummated pursuant to the Securities Act or
which have been sold pursuant to Rule 144.
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(f) "Registration Expenses" has the meaning ascribed to it in
Section 6 of this Agreement.
(g) "Rule 144" means Rule 144 promulgated by the Commission under
the Securities Act, as amended from time to time, and any successor provision
with respect thereto.
(h) "Rule 144A" means Rule 144A promulgated by the Commission
under the Securities Act, as amended from time to time, and any successor
provision with respect thereto.
(i) "Securities Act" means the Securities Act of 1933, as amended.
(j) "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended.
2. FORM REGISTRATIONS. Upon the written request of Shareholder at any
time following the one (1)-year anniversary of the date of this Agreement, the
Company shall commence and thereafter prosecute with reasonable diligence an
application for registration under the Securities Act on Form S-3, or any
applicable form registration statement, of such number of shares as would be
issued to Shareholder if converted all of the shares of Preferred Stock. Any
registration effected or requested pursuant to this Section 2, other than a
Piggyback Registration (as that term is defined in Section 3(a)), is referred to
herein as a "Form Registration".
3. PIGGYBACK REGISTRATIONS
(a) RIGHT TO PIGGYBACK. Whenever (i) the Company intends to sell
its securities in a primary offering pursuant to a registration statement filed
with the Commission, or whenever securities of the Company then issued and
outstanding are to be registered under the Securities Act (other than pursuant
to a Form Registration), AND (ii) the registration statement to be filed by the
Company does not relate to securities under any employee benefit plan and is not
with respect to any merger, corporate reorganization or other transaction under
Rule 145 of the Securities Act or any similar rule of the Commission (including
Form S-4 or any form substituted therefor), AND (iii) the form of registration
statement intended by the Company to be used may be used for the registration of
Registrable Shares (a "Piggyback Registration"), the Company will give
Shareholder prompt written notice (such notice to be at least ten (10) business
days prior to the date of filing such registration statement) of the Company's
intention to effect such a registration. The Company will include in such
registration, subject to the terms of this Section 3, all Registrable Shares
with respect to which the Company receives a written request (a "Participation
Request") by Shareholder for inclusion therein within 10 days after the
Company's notice to Shareholder has been given.
(b) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration
is an underwritten primary registration on behalf of the Company and the
managing underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number (the "Maximum Primary Number") which can be sold in such offering without
having a material adverse effect on the price of such securities, the Company
will include in such registration, up to the Maximum Primary Number, (i) FIRST,
the
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securities the Company proposes to sell, and (ii) SECOND, the Registrable Shares
requested to be included in such registration by Shareholder.
(c) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration is an underwritten secondary registration at the request of holders
of the Company's securities (other than Shareholder) (the " Holder(s) ") and the
managing underwriters advise the Company in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number (the "Maximum Secondary Number") which can be sold in such offering
without having a material adverse effect on the price of such securities, the
Company will include in such registration, up to the Maximum Secondary Number,
the Registrable Shares requested by the Shareholder and the securities requested
to be included therein by the Holders requesting such registration, pro rata to
the respective number of Registrable Shares held by the Shareholder and the
securities requested to be included therein by each Holder.
(d) Shareholder may not participate in any underwritten Piggyback
Registration unless Shareholder (i) agrees to sell its Registrable Shares
thereunder on the basis provided in any underwriting arrangements approved by
the Company, and (ii) completes and executes all reasonable and customary
questionnaires, powers of attorney, if any, indemnities, underwriting agreements
and other documents which are required under the terms of the underwriting
arrangement approved by the Company.
(e) The Company will have the sole and exclusive right to select
the managing underwriter(s) to administer any underwritten Piggyback
Registration in which Shareholder participates.
4. HOLDBACK. Shareholder agrees not to effect any public sale or
distribution of Registrable Shares, including any public sale pursuant to Rule
144, or any securities convertible into or exchangeable or exercisable for
Registrable Shares, during the ten (10) days prior to and the ninety (90)-day
period beginning on the effective date of any underwritten Piggyback
Registration (except as part of such underwritten registration) in which
Shareholder was entitled to participate, unless the underwriters managing the
registered public offering or the Company otherwise agree. During such period,
the Company may impose stop-transfer instructions with respect to Registrable
Shares to prohibit transfers in violation of this Agreement.
5. REGISTRATION PROCEDURES. Whenever Shareholder requests that any
Registrable Shares be registered pursuant to the terms of this Agreement, the
Company will use reasonable efforts to effect the registration and the sale of
such Registrable Shares in accordance with Commission requirements, and pursuant
thereto, the Company will, as soon as practicable:
(a) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Shares covered by such
registration;
(b) furnish to Shareholder such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included therein (including
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each preliminary prospectus) and such other documents as Shareholder may
reasonably request in order to facilitate the disposition of the Registrable
Shares contemplated by such registration;
(c) use reasonable efforts to register or qualify such
Registrable Shares under such other securities or blue-sky laws of such
jurisdictions as Shareholder reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable Shareholder
to consummate the disposition in such jurisdictions of the Registrable Shares
contemplated by such registration (PROVIDED, however, that the Company will not
be required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph, (ii) subject
itself to taxation in any such jurisdiction or (iii) consent to general service
of process in any such jurisdiction);
(d) use reasonable efforts to list all such Registrable Shares on
each securities exchange or stock quotation service on which the Common Stock is
then listed;
(e) provide a transfer agent and registrar for all such
Registrable Shares not later than the effective date of such registration
statement;
(f) notify Shareholder, promptly after the Company receives notice
thereof, of the time when such registration has become effective or a supplement
to any prospectus forming a part of such registration statement has been filed;
(g) notify Shareholder of any request by the Commission for the
amending or supplementing of such registration statement or prospectus or for
additional information;
(h) prepare and promptly file with the Commission and promptly
notify Shareholder of the filing of any amendment or supplement to such
registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event shall
have occurred as the result of which any such prospectus or any other prospectus
as then in effect would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances in which they were made, not misleading; and
(j) advise Shareholder, promptly after the Company receives notice
or obtains knowledge thereof, of the issuance of any stop order by the
Commission suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for such purpose and promptly use
reasonable efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.
6. REGISTRATION EXPENSES. All expenses incurred by the Company in
connection with its performance of or compliance with this Agreement, including,
without limitation, all registration and filing fees, fees and expenses of
compliance with securities or blue-sky laws, printing expenses, messenger and
delivery expenses and fees and disbursements of counsel for the Company and its
independent certified public accountants and other Persons reasonably retained
by the Company (all such expenses being herein called "Registration Expenses"),
will be borne by the Company. The Company will have no obligation to pay or
reimburse Shareholder or any of it agents for any expenses incurred by or on
behalf of Shareholder in
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connection with this Agreement, except for reasonable fees and disbursements of
one counsel for the Shareholder, which shall be borne by the Company. ,.
7. INDEMNIFICATION
(a) The Company agrees to indemnify, to the fullest extent
permitted by law, Shareholder, its officers and directors against all losses,
claims, damages and liabilities which Shareholder or any of its officers or
directors may become subject to under the Securities Act or otherwise insofar as
such losses, claims, damages and liabilities (actions or proceedings) arise out
of or are based upon any untrue or alleged untrue statement of any material fact
contained in any registration statement under which such Registrable Shares were
registered under the Securities Act, any prospectus or preliminary prospectus or
any amendment thereof or supplement thereto 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 the Company will reimburse
Shareholder and each such officer and director for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceeding; except insofar as the same
arises out of or is based upon an untrue or alleged untrue statement of a
material fact or omission or alleged omission of a material fact made in such
registration statement, prospectus, preliminary prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by Shareholder or any officer or director thereof expressly for
use therein or by Shareholder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished Shareholder with a sufficient number of copies of the
same.
(b) In connection with each registration statement covering any
Registrable Shares, Shareholder will furnish to the Company in writing such
information and affidavits with respect to (i) the number of shares of Common
Stock owned by Shareholder and the nature of such ownership, (ii) Shareholder's
authority to sell the Registrable Shares as contemplated in the registration
statement, (iii) the method of distribution of such Registrable Shares, and (iv)
such other reasonable and customary information for use in connection with any
such registration statement or prospectus and, to the fullest extent permitted
by law, will indemnify the Company, its directors and officers against any
losses, claims, damages and liabilities which the Company and any such officer
or director may become subject to under the Securities Act or otherwise insofar
as such losses, claims, damages and liabilities (actions or proceedings) arise
out of or are based upon any untrue or alleged untrue statement of any material
fact contained in such registration statement, any prospectus or preliminary
prospectus or any amendment thereof or supplement thereto 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, which statement or
alleged statement or omission or alleged omission was made in reliance upon and
conformity with written information furnished in writing to the Company by
Shareholder or any officer or director thereof expressly for use therein, and
Shareholder shall reimburse the Company and each of its officers and directors
for any legal and other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding.
(c) Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks
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indemnification and, (ii) unless in such indemnified party's reasonable judgment
a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim, permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party. An indemnifying party that is not entitled to, or elects not to, assume
the defense of a claim will not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim. Notwithstanding
any other provision of this Section 7, an indemnifying party will not be
required to indemnify any indemnified party in respect of any amount paid or
agreed to be paid by such indemnified party in settlement of any losses, claims,
damages or liabilities asserted against such indemnified party if such
settlement is effected without the consent of the indemnifying party.
(d) The indemnification and contribution provided for under this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of the indemnified party.
8. COMPLIANCE WITH RULE 144 AND RULE 144A
(a) If Shareholder proposes to sell any Registrable Shares in
compliance with Rule 144, the Company will at Shareholder's request (i) promptly
furnish to Shareholder a written statement of compliance with the filing
requirements of the Commission as set forth in Rule 144 and (ii) use reasonable
efforts to make available to the public and Shareholder such information as will
enable Shareholder to make sales of such Registrable Shares pursuant to Rule
144.
(b) If Shareholder proposes to sell any Registrable Shares in
compliance with Rule 144A, the Company will, at Shareholder's request or at the
written request of any prospective purchaser (other than competitors of the
Company) of such Registrable Shares, promptly provide (but in any case within
fifteen (15) days of such request) to Shareholder such information to which
Shareholder is entitled pursuant to Rule 144A. The Company hereby represents and
warrants to Shareholder and any prospective purchaser of Registrable Shares from
Shareholder that the information provided by the Company pursuant to this
Section 8(b) will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.
9. NO INCONSISTENT AGREEMENTS. The Company represents that it has not
entered into and agrees that it will not hereafter enter into any agreement with
respect to its securities which would in any manner conflict with, restrict or
be inconsistent with the rights granted to Shareholder in this Agreement and the
performance by the Company of its obligations hereunder.
10. REMEDIES. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
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11. AMENDMENTS AND WAIVERS. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended or waived at any time
only by the written agreement of each of the parties hereto. Any waiver, permit,
consent or approval of any kind or character on the part of either party hereto
of any provision or condition of this Agreement must be made in writing and
shall be effective only to the extent specifically set forth in writing.
12. NO ASSIGNMENT. Neither party hereto may assign any of its rights or
delegate any of its obligations hereunder without the prior written consent of
the other party. Notwithstanding the abovementioned, the Shareholder may assign
its rights under this Agreement to any of its Affiliates. In no event will the
rights afforded to Shareholder hereunder be assignable or otherwise transferable
in connection with any sale, assignment, transfer or other disposition of any
Registrable Shares other than to an Affiliate of the Shareholder. Upon any other
transfer, such rights, to the extent applicable to any such Registrable Shares,
will automatically terminate and expire upon the sale, assignment, transfer or
other disposition of such Registrable Shares.
13. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of either party hereto will bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto.
14. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either (a) personally delivered, (b) mailed by registered or
certified first-class mail, prepaid with return receipt requested, (c) sent by a
recognized overnight-courier service, to the recipient at the address below
indicated, or (d) sent by facsimile which is confirmed in writing by sending a
copy of such facsimile to the recipient thereof pursuant to clause (a) or (c)
above:
To the Company: Crystalix Group International, Inc.
1181 Greer Drive, Suite B
Las Vegas, Nevada 89119
United States of America
Facsimile No.: (702) 740-4611
Attn: Patty Hill
To Shareholder: U.C. Laser Ltd.
P.O.B 351 Karmiel 21613, Israel
Facsimile No.: _____________
Attn: Mr. Eyal Shamir, CEO
or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party. All
such notices, requests and other communications will (a) if delivered personally
to the address as provided in this Section 14, be deemed given upon delivery,
(b) if delivered by facsimile transmission to the facsimile number as provided
for in this Section 14, be deemed given upon facsimile confirmation, and (c) if
delivered by overnight courier to the address as provided in this Section 14, be
deemed given on the earlier of the first Business Day following the date sent by
such overnight courier or upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other Person to whom a
copy of such notice is to be delivered pursuant to this
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Section 14). Any party from time to time may change its address, facsimile
number or other information for the purpose of notices to that party by giving
notice specifying such change to the other party hereto.
15. GOVERNING LAW. ALL QUESTIONS CONCERNING THE VALIDITY, MEANING AND
EFFECT OF THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEVADA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE.
16. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.
17. HEADINGS. The headings and captions contained herein are for
convenience only and shall not control or affect the meaning or construction of
any provision hereof.
18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and which together
shall constitute one and the same instrument.
19. FINAL AGREEMENT. This Agreement constitutes the final agreement of
the parties concerning the matters referred to herein and supersedes all prior
agreements and understandings.
20. REPRESENTATIONS AND WARRANTIES. Each party to this Agreement
represents and warrants to the other party hereto that (i) all action on the
part of such party necessary for the authorization, execution, delivery and
performance of this Agreement has been taken and (ii) this Agreement is a legal,
valid and binding obligation of such party, enforceable against such party in
accordance with it terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
U.C. Laser Ltd. CRYSTALIX GROUP INTERNATIONAL, INC.
By: /s/ MARSHALL BUTLER By: /s/ DOUG LEE
--------------------------------- -----------------------------------
Marshall Butler, Doug Lee, President
Chairman of the Board
By: /s/ PATTY HILL
-----------------------------------
Patty Hill, Secretary
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