Exhibit 10.6
MAZAL PLANT
PHARMACEUTICALS, INC.
34 West 32 Street, New York, NY 10001
May 11, 2005
Corporate Management Services, Inc.
1823 S. Quincy Street
Tulsa, OK 74120
Re: Akid Corporation
Dear Mr. Davidson:
This letter is to confirm certain understandings between Mazal Plant
Pharmaceuticals, Inc. ("us" or "Mazal") and Corporate Management Services,
Inc. ("you" or "CMS"), as set forth below.
CMS is the holder of 250,000 shares (the "CMS Shares") of the common stock
of Akid Corporation, a Colorado corporation ("Akid"). Advanced Plant
Pharmaceuticals Inc., a Delaware corporation ("Advanced Plant"), intends to
acquire a majority of the issued and outstanding shares of Akid by entering into
a share exchange agreement with Akid, pursuant to which Akid will issue to
Advanced Plant 20,000,000 shares of Akid's common stock in exchange for Advanced
Plant's conveyance to Akid of 7,000,000 shares of the common stock of Mazal (the
"Exchange"). Upon the consummation of such Exchange, Michael Kanovski, the
present Chief Executive Officer of Mazal, will be appointed by Advanced Plant as
the Chief Executive Officer of Akid.
Following the consummation of the Exchange, 225,000 of the CMS Shares
shall be subject to a lock up agreement as has been separately agreed to between
CMS and Advanced Plant, and upon the expiration of such lock up agreement, the
CMS Shares subject to such lock up agreement are intended to be free trading.
Further, following the consummation of the Exchange, CMS shall have
piggy-back registration rights with respect to the remaining 25,000 CMS Shares
(the "Piggy-Back Securities") as follows:
(a) Right to include Registrable Securities. If at any time, Akid shall
determine to prepare and file with the Securities and Exchange Commission, a
registration statement relating to an offering for its own account or the
account of others, under the Securities Act of 1933, as amended (the "Act"), of
any of its equity securities, other than on Form S-4 or Form S-8 (each
promulgated under the Act) or their then equivalents relating to equity
securities to be issued in connection with an underwritten offering for its own
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account or other holders of Akid's shares of Common Stock or securities to be
issued in any acquisition of any entity or business or equity securities
issuable in connection with stock options or other employee benefit plans (the
"Registration Statement"), then Akid shall send to CMS written notice of such
determination and if, within fifteen (15) days after receipt of such notice CMS
shall so request in writing, Akid shall include in such registration statement
all or any part of the Piggy-Back Securities, as CMS requests to be registered
(the "Registrable Securities"). Akid shall keep such Registration Statement
current and maintain compliance with each Federal and state law or regulation
for the period necessary for such CMS to effect the proposed sale or to
otherwise be eligible to effect a sale pursuant to Rule 144 of the Act.
(c) Registration of Underwritten Public Offerings. Anything to the
contrary herein notwithstanding, if the registration involves an offering by or
through underwriters, then (i) CMS must sell its Registrable Securities to the
underwriters selected by Akid on the same terms and conditions as apply to other
selling securityholders; and (ii) CMS may elect in writing, not later than three
business days prior to the effectiveness of the Registration Statement filed in
connection with such registration, not to have its Registrable Securities so
included in connection with such registration.
(d) Priority in Registration. Notwithstanding anything contained
herein to the contrary, if this registration involves an offering by or through
underwriters, AKID shall not be required to include Registrable Securities
therein, if and to the extent the underwriter managing the offering reasonably
believes in good faith and advises CMS that such inclusion would materially
adversely affect such offering; provided that any such reduction or elimination
shall be pro rata to all other securityholders of the securities of Akid
entitled to registration rights in proportion to the respective number of shares
they have requested to be registered.
(e) Registration Procedures. If and whenever Akid takes action to
register Registrable Securities on behalf of CMS, it shall, as expeditiously as
practicable:
(1) Furnish to CMS and each managing underwriter, without
charge, at least one signed copy of the Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits (including
those incorporated by reference)
(2) Deliver to CMS and the underwriters, if any, without
charge, as many copies of the prospectus or prospectuses (including each
preliminary prospectus), any amendment or supplement thereto as such persons may
reasonably request; Akid consents to the use of such prospectus or any amendment
or supplement thereto by CMS and the underwriters, if any, in connection with
the offering and sale of the Registrable Securities covered by such prospectus
or any amendment or supplement thereto;
(3) Prior to any public offering of Registrable Securities,
cooperate with CMS, the underwriters, if any, and their respective counsel in
connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or Blue Sky laws of such jurisdictions
within the United States as CMS or an underwriter reasonably requests in
writing, keep each such registration or qualification effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things necessary or advisable to enable the disposition in
such jurisdictions of the Registrable Securities covered by the applicable
Registration Statement; provided that Akid will not be required to qualify to do
business in any jurisdiction where it is not then so qualified or to take any
action which would subject Akid to general service of process in any
jurisdiction where it is not at the time so subject;
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(4) Cooperate with CMS and the managing underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered in
such names as the managing underwriters may request at least two (2) business
days prior to any sale of Registrable Securities to the underwriters;
(5) 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 within the United
States as may be necessary to enable the seller or sellers thereof or the
underwriters, if any, to consummate the disposition of such Registrable
Securities;
(6) With respect to each issue or class of Registrable
Securities, use its best efforts to cause all Registrable Securities covered by
the Registration Statements to be listed on each securities exchange, if any, on
which similar securities issued by Akid are then listed if requested by the
majority of such issue or class of Registrable Securities;
(7) Enter into such agreements (including an underwriting
agreement) and take all such other action reasonably required in connection
therewith in order to expedite or facilitate the disposition of such Registrable
Securities and in such connection, if the registration is in connection with an
underwritten offering (i) make such representations and warranties to the
underwriters, in such form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and
when requested; (ii) obtain opinions of counsel to Akid and updates thereof
(which counsel shall be reasonably acceptable to the underwriters and which
opinions shall be in form, scope and substance reasonably satisfactory to the
underwriters) addressed to the underwriters covering the matters customarily
covered in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by such underwriters; (iii) obtain "cold comfort"
letters and updates thereof from Akid's accountants addressed to the
underwriters, such letters to be in customary form and covering matters of the
type customarily covered in "cold comfort" letters by underwriters in connection
with underwritten offerings; (iv) set forth in full in any underwriting
agreement entered into, the indemnification provisions and procedures of Section
5.3 hereof with respect to all parties to be indemnified pursuant to said
Section; and (v) deliver such documents and certificates as may be reasonably
requested by the underwriters to evidence compliance with clause (i) above and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by Akid; the above shall be done at each closing under
such underwriting or similar agreement or as and to the extent required
hereunder;
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(8) Make available for inspection by one or more
representatives of CMS, any underwriter participating in any disposition
pursuant to such registration, and any attorney or accountant retained by CMS or
underwriter, all financial and other records, pertinent corporate documents and
properties of Akid, and cause Akid's officers, directors and employees to supply
all information reasonably requested by any such representatives, in connection
with such; and
(9) Otherwise use its best efforts to comply with all
applicable federal and state regulations; and take such other action as may be
reasonably necessary to or advisable to enable CMS and each underwriter to
consummate the sale or disposition in such jurisdiction or jurisdiction in which
CMS or the underwriter shall have requested that the Registrable Securities be
sold.
Except as otherwise provided herein, Akid shall have sole
control in connection with the preparation, filing, withdrawal, amendment or
supplementing of each Registration Statement, the selection of underwriters, and
the distribution of any preliminary prospectus included in the Registration
Statement, and may include within the coverage thereof additional shares of
Common Stock or other securities for its own account or for the account of one
or more of its other securityholders.
Akid may require each CMS to furnish to Akid such information
regarding the distribution of such securities and such other information as may
otherwise be required by the Act to be included in such Registration Statement.
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Please confirm your agreement to the above by signing the enclosed copy of
this letter and returning that signed copy to us.
Very truly yours,
MAZAL PLANT PHARMACEUTICALS, INC.
By: /s/ Michael Kanovski
Name: Michael Kanovski
Title:CEO President
By: /s/ David Liberman
Name: David Liberman
Title: CEO
ACKNOWLEDGED AND AGREED TO:
CORPORATE MANAGEMENT SERVICES, INC.
By: /s/ Mark Andrews
Name: Mark Andrews
Title: CEO
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