Exhibit 10.10
CYNAT & GENADERM REGISTRATION RIGHTS AGREEMENT
CYNAT & GENADERM REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated as of September 1, 2005 (this
"Agreement"), by and among Bioaccelerate Holdings, Inc., a Nevada corporation
(the "Company"), and the Purchasers (as defined below).
W I T N E S S E T H :
WHEREAS, the Company (i) is offering (the "Offering") an aggregate of
up to Five Million (5,000,000) shares (the "Shares") of its Series A Convertible
Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock")
convertible into shares (the "Common Shares") of the Company's common stock, par
value $0.001 per share (the "Common Stock"), and up to Ten Million (10,000,000)
of the Company's common stock purchase warrants (the "Warrants"), each Warrant
to purchase one share of the Company's Common Stock (each such share underlying
a Warrant, a "Warrant Share"), and (ii) in connection with the Offering of the
Common Shares and the Warrants, is offering Four (4) shares of the common stock,
par value $0.001 per share (the "Cynat Common Stock"), of Cynat Oncology, Inc.
("Cynat"), and Four (4) shares of the common stock, par value $0.001 per share
(the "Genaderm Common Stock"), of Genaderm Inc. ("Genaderm") with each share of
Series A Preferred Stock acquired in the Offering (the shares of Cynat Common
Stock (the "Cynat Shares") and Genaderm Common Stock (the "Genaderm Shares")
being offered in the Offering being sometimes hereinafter referred to as (the
"Securities"), in each case subject to an up to 10% overallotment at the
Company's sole discretion;
WHEREAS, the Company desires to issue and sell to the persons listed on
Schedule A, attached hereto (each a "Purchaser," and collectively, the
"Purchasers"), the Securities as set forth in one or more Securities Purchase
Agreements entered into or to be entered into by and between the Company and
each Purchaser (the "Securities Purchase Agreement");
WHEREAS, the Company and the Purchasers have entered or will have
entered into a Securities Purchase Agreement;
WHEREAS, it is a condition precedent to the consummation of the
transactions contemplated by the Securities Purchase Agreement that the Company
provide for the rights set forth in this Agreement; and
WHEREAS, certain terms used in this Agreement are defined in Section 3
hereof.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound, the parties hereto hereby agree as
follows:
1. Registration Rights.
1.1 Required Registration. The Company shall use its reasonable
best efforts to cause Cynat and Genaderm, respectively, to accomplish the
following with respect to the Cynat Shares and the Genaderm Shares,
respectively:
(x) prepare and file with the "SEC" (as such term is hereafter
defined) a registration statement on Form SB-1 or a successor form or another
form selected by the Company that is available under the "Securities Act" (as
such term is hereafter defined) which conforms with applicable rules and
regulations (a "Required Registration Statement") covering the "Registrable
Securities" (as such term is hereafter defined), to permit the offer and re-sale
from time to time of such Registrable Securities in accordance with the methods
of distribution provided by the Purchasers, by the date (the "Registration
Statement Filing Date") which is not more than one hundred twenty (120) days
after the first to occur (the "Commencement Date") of the following dates: (i)
the "Final Closing Date" (as such term is defined in the Securities Purchase
Agreement) or the termination of the Offering, if there is no Final Closing Date
(it being understood that Cynat shall prepare and file the Required Registration
Statement with respect to Registrable Securities which are Cynat Shares, such
shares being sometimes hereinafter referred to as "Cynat Registrable
Securities", and that Genaderm shall prepare and file the Required Registration
Statement with respect to Registrable Securities which are Genaderm Shares, such
shares being sometimes hereinafter referred to as "Genaderm Registrable
Securities"); and
(y) cause either of the following (the "Effectiveness Actions")
to occur by a date (the "Effectiveness Date") which is not more than ninety (90)
days after the Registration Statement Filing Date: (A) cause the SEC to declare
the Required Registration Statement to be effective or (B) cause the SEC to
communicate to Cynat or Genaderm, as applicable, orally or in writing, that the
Required Registration Statement will not be reviewed or that the SEC has no
further comments thereupon, whereupon the Company shall use its reasonable best
efforts to cause Cynat or Genaderm, as applicable, to cause the applicable
Required Registration Statement to be effective.
The Company shall use its reasonable best efforts to cause Cynat or Genaderm, as
applicable, to keep such Required Registration Statement continuously effective
(the "Effective Period") for a period of two years after the Required
Registration Statement first becomes effective plus whatever period of time as
shall equal any period, if any, during such two year period in which Cynat or
Genaderm, as applicable, was not current with its reporting requirements under
the "Exchange Act" (as such term is hereinafter defined).
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To the extent that the Cynat Registrable Securities or the Genaderm Registrable
Securities are not sold under the Required Registration Statement, the
Purchasers shall have the registration rights as enumerated in Sections 1.3 and
1.4 of this Agreement.
1.2 Current Public Information. The Company covenants that it will
use reasonable best efforts to cause Cynant and Genaderm, respectively, to file
all reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder, and use their
respective reasonable best efforts to take such further action as the Purchaser
may reasonably request, all to the extent required to enable the holders of
Cynat Registrable Securities and the Genaderm Registrable Securities, as
applicable, to sell the same pursuant to Rule 144 or Rule 144A adopted by the
SEC under the Securities Act or any similar rule or regulation hereafter adopted
by the SEC. The Company shall, upon the request of a holder of Registrable
Securities (each a "Designated Holder" and collectively, the "Designated
Holders"), use its reasonable best efforts to cause Cynat or Genaderm, as
applicable, to deliver to such Designated Holder a written statement as to
whether it has complied with such requirements.
1.3 Form S-3 Registration. If Cynat or Genaderm is eligible to use
Form S-3 under the Securities Act (or any similar successor form) and shall
receive from a Purchaser and its permitted transferees (the "S-3 Initiating
Holders") a written request or requests that such company effect a registration
on such Form S-3, including without limitation, pursuant to Rule 415 of the
Securities Act and any related qualification or compliance with respect to all
or part of the Cynat Registrable Securities or the Genaderm Registrable
Securities, whichever is applicable, owned by the S-3 Initiating Holders and its
permitted transferees (provided, that the S-3 Initiating Holders registering
such securities in such registration (together with all other holders of such
securities to be included in such registration) propose to sell their securities
at an aggregate price (calculated based upon the Market Price of the securities
on the date of filing of the Form S-3 with respect to such securities) to the
public of no less than the lesser of $5,000,000 or the remaining Cynat
Registrable Securities or Genaderm Registrable Securities, whichever is
applicable), the Company shall use its reasonable best efforts to cause Cynat or
Genaderm, whichever is applicable, (i) promptly to give written notice of the
proposed registration, and any related qualification or compliance, to all other
holders of the Cynat Registrable Securities or the Genaderm Registrable
Securities, whichever is applicable; and (ii) as soon as practicable, use
reasonable best efforts to file and effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of the Cynat
Registrable Securities or the Genaderm Registrable Securities, whichever is
applicable, as are specified in such request, together with all or such portion
of the Cynat Registrable Securities or Genaderm Registrable Securities,
whichever is applicable, of any other holder in the group of holders joining in
such request as is specified in a written request given within fifteen (15) days
after the holder's receipt of such written notice from the Company. No
registration requested by any S-3 Initiating Holders pursuant to this Section
1.3 shall be deemed a registration pursuant to Section 1.1.
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1.4 Piggyback Registrations.
(a) Right to Piggyback. Whenever the Cynat or Genaderm, whichever is
applicable, proposes to register any of its securities under the Securities Act
(other than pursuant to a registration pursuant to Section 1.3 or a registration
on Form S-4 or S-8 or any successor or similar forms) and the registration form
to be used may be used for the registration of Cynat Registrable Securities or
Genaderm Registrable Securities, whichever is applicable, whether or not for
sale for its own account, the Company will use its reasonable best efforts to
cause Cynat or Genaderm, whichever is applicable, to give prompt written notice
(but in no event less than twenty five (25) days before the anticipated filing
date) to all holders of Cynat Registrable Securities or Genaderm Registrable
Securities, whichever is applicable, and such notice shall describe the proposed
registration and distribution and offer to all holders of such securities the
opportunity to register the number of such securities as each such holder may
request. The Company will use its reasonable best efforts to cause Cynat or
Genaderm, whichever is applicable, to include in such registration all Cynat
Registrable Securities or Genaderm Registrable Securities, whichever is
applicable, with respect to which the applicable company has received written
requests for inclusion therein within fifteen (15) days after the holders'
receipt of the registrant company's notice (a "Piggyback Registration").
(b) Reasonable Efforts. The Company shall use all reasonable best
efforts to cause Cynat or Genaderm, whichever is applicable, to cause the
managing underwriter or underwriters of a proposed underwritten offering to
permit the Cynat Registrable Securities or the Genaderm Registrable Securities,
whichever is applicable, requested to be included in a Piggyback Registration to
be included on the same terms and conditions as any similar securities of the
registrant company or any other security holder included therein and to permit
the sale or other disposition of such securities in accordance with the intended
method of distribution thereof.
(c) Withdrawal. Any Designated Holder shall have the right to
withdraw its request for inclusion of its Registrable Securities in any
Registration Statement pursuant to this Section 1.4 by giving written notice to
Cynat or Genaderm, whichever is the applicable registrant, of its request to
withdraw; provided, that in the event of such withdrawal (other than pursuant to
Section 1.4(e) hereof, the registrant company shall not be required to reimburse
such holder for the fees and expenses referred to in Section 1.6(t) hereof
incurred by or on behalf of such holder prior to such withdrawal, unless such
withdrawal was due to a material adverse change to the registrant company. The
registrant company may withdraw a Piggyback Registration at any time prior to
the time it becomes effective.
(d) Priority in Registrations. If a Piggyback Registration is an
underwritten primary registration on behalf of whichever of Cynat or Genaderm is
the registrant company, and the managing underwriters advise the registrant
company in writing (with a copy to each party hereto requesting registration of
Registrable Securities) that in their opinion the number of Registrable
Securities requested to be included on a secondary basis in such registration
exceeds the number which can be sold in such offering without materially and
adversely affecting the marketability of such primary or secondary offering (the
"Company Offering Quantity"), then the registrant company will include in such
registration securities in the following priority:
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(i) First, the registrant company will include the securities
the registrant company proposes to sell.
(ii) Second, the registrant company will include all Cynat
Registrable Securities, if the registrant company is Cynat, or Genaderm
Registrable Securities, if the registrant company is Genaderm, requested
to be included by any Designated Holder and any securities which any Pari
Passu Holder may request to be so included, and if the number of such
Designated Holders' securities and Pari Passu Holder securities requested
to be included exceeds the Company Offering Quantity, then the registrant
company shall include only each such requesting Designated Holders' and
Pari Passu Holders' pro rata share of the shares available for
registration by the Purchaser, based on the amount of securities held by
such holder, on an as converted basis. For purposes of this Agreement, the
term "Pari Passu Holder" shall mean any holder of the registrant company's
securities outstanding as of the completion of the Offering that has
registration rights, as well as any subsequent purchaser of "Permitted
Preferred Shares", if any, as such term is defined in the Securities
Purchase Agreement.
(iii) Third, the registrant company will include other
securities of the registrant company proposed to be included in the
registration.
(e) Cutback. If, as a result of the proration provisions of this
Section 1.4, any Designated Holders shall not be entitled to include all Cynat
Registrable Securities or all Genaderm Registrable Securities, whichever is
applicable, in a Piggyback Registration that such Designated Holders has
requested to be included, such holder may elect to withdraw such holder's
request to include the applicable Registrable Securities in such registration
but whichever of Cynat or Genaderm is the registrant company shall be required
to reimburse such holder for the fees and expenses referred to in Section 1.6(t)
hereof incurred by such holder prior to such withdrawal.
1.5 Holdback Agreements.
(a) To the extent not inconsistent with applicable law, in
connection with a public offering of securities of whichever of Cynat or
Genaderm is the registrant company, upon the request of the applicable
registrant company or the underwriter, in the case of an underwritten public
offering, the underwriters managing such underwritten offering of the registrant
company's securities, each holder of the applicable Registrable Securities who
owns at least 5% of the outstanding capital stock of the applicable registrant
company on an "as-converted" basis or is an officer or director of the
registrant company will not effect any public sale or distribution (other than
those included in the registration) of any securities of the registrant company,
or any securities, options or rights convertible into or exchangeable or
exercisable for such securities during the seven (7) days prior to and the
ninety (90) -day period beginning on such effective date, unless (in the case of
an underwritten public offering) the managing underwriters otherwise agree to a
shorter period of time. Notwithstanding the foregoing, no Designated Holder
shall be required to enter into any such "lock up" agreement unless and until
all of the applicable registrant company's executive officers and directors
execute substantially similar "lock up" agreements and the registrant company
uses commercially reasonable efforts to cause each holder of more than 5% of its
outstanding capital stock to execute substantially similar "lock up" agreements.
Neither the applicable registrant company nor the underwriter shall amend,
terminate or waive a "lock up" agreement unless each "lock up" agreement with a
Designated Holder is also amended or waived in a similar manner or terminated,
as the case may be.
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(b) Whichever of Cynat or Genaderm is the registrant company shall
have the right at any time to require that the Designated Holders of Registrable
Securities suspend further open market offers and sales of the applicable
Registrable Securities pursuant to a Registration Statement filed hereunder
whenever in the reasonable judgment of the applicable registrant company after
consultation with counsel there is or may be in existence a Changing Event (as
defined in Section 1.6(e)). The applicable registrant company will give the
Designated Holders notice of any such suspension and will use all reasonable
best efforts to minimize the length of such suspension.
1.6 Registration Procedures. Whenever any Registrable Securities
are required to be registered pursuant to this Agreement, the Company will use
reasonable best efforts to cause whichever of Cynat or Genaderm is to be the
applicable registrant company to effect the registration and the sale of such
Registrable Securities in accordance with the intended methods of disposition
thereof, and pursuant thereto the applicable registrant company will as
expeditiously as possible:
(a) prepare and file with the SEC on any form, if not so otherwise
provided for, for which the registrant company qualifies, as soon as practicable
after the end of the period within which requests for registration may be given
to the registrant company, a Registration Statement with respect to the offer
and sale of such Registrable Securities and thereafter use reasonable best
efforts to cause such Registration Statement to become effective and remain
effective until the completion of the distribution contemplated thereby or the
required time period under this Agreement, whichever is shorter (and before
filing such Registration Statement, the registrant company will furnish to the
counsel selected by the holders of a majority of the Registrable Securities
initiating such Registration Statement copies of all such documents proposed to
be filed); provided, however, that the registrant company may postpone for not
more than sixty (60) calendar days the filing or effectiveness of any
registration statement required pursuant to this Agreement other than a Required
Registration Statement required to be filed pursuant to Section 1.1 of this
Agreement if the Board of Directors, in its good faith judgment, determines that
such registration could reasonably be expected to have a material adverse effect
on the registrant company and its stockholders for any reason including, but not
limited to, any proposal or plan by the registrant company to engage in any
acquisition or sale of assets (other than in the ordinary course of business) or
any merger, consolidation, tender offer or similar transaction then under
consideration (in which event, the Designated Holders shall be entitled to
withdraw such request, and if such request is withdrawn such registration will
not count as a registration statement pursuant to this Agreement) by delivering
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written notice to the Designated Holders who requested inclusion of Registrable
Securities in such Registration Statement of its determination to postpone such
Registration Statement; provided, further, that (i) the registrant company shall
not disclose any information that could be deemed material non-public
information to any holder of Registrable Securities included in a Registration
Statement that is subject to such postponement, (ii) in no event may the
registrant company postpone a filing requested hereunder more than twice in any
twelve (12) month period; provided, that any two postponements must be at least
three (3) months apart; provided, further, that the registrant company shall
delay the effectiveness of any such registration statement if the SEC rules and
regulations prohibit the registrant company from declaring a Registration
Statement effective because its financial statements are stale at a time when
its fiscal year has ended or it has made an acquisition reportable under Item 2
of Form 8-K or any other similar situation until the earliest time in which the
SEC would allow the registrant company to declare a Registration Statement
effective (provided that the registrant company shall use its reasonable best
efforts to cure any such situation as soon as possible so that the Registration
Statement can be made effective at the earliest possible time);
(b) prepare and file with the SEC such amendments and supplements
to such Registration Statement and the prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective for a period
provided for in the applicable Section above, or if not so provided, for a
period of twelve (12) (for a registration pursuant to Rule 415 of the Securities
Act) or, if such Registration Statement relates to an underwritten offering,
such period as in the opinion of counsel for the underwriters a prospectus is
required by law to be delivered in connection with sales of Registrable
Securities by an underwriter or dealer or (ii) such shorter period as will
terminate when all of the securities covered by such Registration Statement have
been disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such Registration Statement (but in any
event not before the expiration of any longer period required under the
Securities Act), and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement until such time as all of such securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such Registration Statement. In the event the registrant
company shall give any notice pursuant to Section 1.5(b), the applicable time
period mentioned in this Section 1.6(b) during which a Registration Statement is
to remain effective shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section
1.5(b) to and including the date when each seller of a Registrable Security
covered by such Registration Statement shall have received the copies of the
supplemented or amended prospectus contemplated by Section 1.6(e);
(c) furnish to each seller of Registrable Securities, prior to
filing a Registration Statement, such number of copies of such Registration
Statement, each amendment and supplement thereto, the prospectus included in
such Registration Statement (including each preliminary prospectus) and such
other documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;
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(d) register or qualify such Registrable Securities under such
other securities or blue sky laws of such jurisdictions as any seller reasonably
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such seller and to
keep each such registration or qualification (or exemption therefrom) effective
during the period which the Registration Statement is required to be kept
effective (provided, that the registrant 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 subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event (a "Changing Event") as a result
of which, the prospectus included in such Registration Statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made, and, at the request of any such seller, the registrant company
will as soon as possible prepare and furnish to such seller (a "Correction
Event") a reasonable number of copies of a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain an untrue statement of
a material fact or omit to state any fact necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the registrant company
are then listed and, if not so listed, to be listed on The Nasdaq Stock Market
or the Nasdaq SmallCap trading system or the Nasdaq OTC Bulletin Board;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such Registration Statement;
(h) enter into such customary agreements (including underwriting
agreements in customary form with any underwriter, if any is selected by the
registrant company) and take all such other actions as the holders of a majority
of the Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities, including causing its officers to participate in "road shows" and
other information meetings organized by an underwriter, if any, provided that
any underwriter shall have been selected by the registrant company;
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
Registration Statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the registrant company, and cause the
registrant company's employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement;
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(j) before filing a Registration Statement or prospectus or any
amendments or supplements thereto, the registrant company shall provide counsel
selected by the Designated Holders holding a majority of the Registrable
Securities being registered in such registration ("Holders' Counsel") and any
other Inspector (as defined below) with an adequate and appropriate opportunity
to review and comment on such Registration Statement and each prospectus
included therein (and each amendment or supplement thereto) to be filed with the
SEC, subject to such documents being under the registrant company's control, and
the registrant company shall notify the Holders' Counsel and each seller of
Registrable Securities of any stop order issued or threatened by the SEC;
(k) otherwise comply with all applicable rules and regulations of
the SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve months
beginning with the first day of the registrant company's first full calendar
quarter after the effective date of the Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder;
(l) in the event of the issuance of any stop order suspending the
effectiveness of a Registration Statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any securities included in such Registration Statement for sale in any
jurisdiction, the registrant company will use its reasonable best efforts
promptly to obtain the withdrawal of such order;
(m) obtain one or more comfort letters, dated the effective date of
such Registration Statement (and, if such registration includes an underwritten
offering, dated the date of the closing under the underwriting agreement),
signed by the registrant company's independent public accountants in customary
form and covering such matters of the type customarily covered by comfort
letters as the holders of a majority of the Registrable Securities being sold
reasonably request;
(n) provide a legal opinion of the registrant company's outside
counsel, dated the effective date of such Registration Statement (and, if such
registration includes an underwritten offering, dated the date of the closing
under the underwriting agreement), with respect to the Registration Statement,
each amendment and supplement thereto, the prospectus included therein
(including the preliminary prospectus) and such other documents relating thereto
in customary form and covering such matters of the type customarily covered by
legal opinions of such nature;
(o) subject to execution and delivery of mutually satisfactory
confidentiality agreements, make available at reasonable times for inspection by
any seller of Registrable Securities, any managing underwriter participating in
any disposition of such Registrable Securities pursuant to a Registration
Statement, Holders' Counsel and any attorney, accountant or other agent retained
by any managing underwriter (each, an "Inspector" and collectively, the
"Inspectors"), during normal business hours of registrant company at registrant
company's corporate office in New York, New York and without unreasonable
disruption of registrant company's business or unreasonable expense to
registrant company and solely for the purpose of due diligence with respect to
the registration statement, non-confidential, legally disclosable, financial and
other records and pertinent corporate documents of the registrant company and
its subsidiaries (collectively, the "Records") as shall be reasonably necessary
to enable them to exercise their due diligence responsibility, and cause the
registrant company's and its subsidiaries' officers, directors and employees,
and the independent public accountants of the registrant company, to make
available for inspection, at such parties' offices during their respective
normal business hours and without unreasonable disruption of their business or
unreasonable expense to registrant company and solely for the purpose of due
diligence with respect to a registration statement covering Registrable
Securities pursuant to this Agreement all information reasonably requested by
any such Inspector in connection with such Registration Statement;
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(p) subject to execution and delivery of mutually satisfactory
confidentiality agreements, keep Holders' Counsel advised as to the initiation
and progress of any registration hereunder including, but not limited to,
providing Holders' Counsel with all correspondence with the SEC;
(q) cooperate with each seller of Registrable Securities and each
underwriter participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with
the NASD; and
(r) take all other steps reasonably necessary to effect the
registration of the Registrable Securities contemplated hereby.
(s) Conditions Precedent to the Company's and each Registrant
Company's Obligations Pursuant to this Agreement. It shall be a condition
precedent to the obligations of Company, Cynat and Genaderm to take any action
pursuant to this Agreement that each of the holders whose Registrable Securities
are to be registered pursuant to this Agreement shall furnish such holder's
written agreement to be bound by the terms and conditions of this Agreement
prior to performance by Company, Cynat or Genaderm of its obligations under this
Agreement. By executing and delivering this Agreement, each holder represents
and warrants that the information concerning, and representations and warranties
by, such holder, including information concerning the Registrable Securities
held, beneficially or of record, by such holder, furnished to the Company
pursuant to the Securities Purchase Agreement and the Purchasers Questionnaire
delivered pursuant thereto, are true and correct as if the same were represented
and warranted on the date of any registration statement by the applicable
registrant company pursuant to this Agreement or any amendment thereto, and each
holder covenants to immediately notify the Company and each applicable
registrant company in writing of any change in any such information,
representation or warranty and to refrain from offering or disposing of any
securities pursuant to any such registration statement until the applicable
registrant company has reflected such change in the registration statement. By
executing and delivering this Agreement, each such holder further agrees to
furnish any additional information as the Company, Cynat or Genaderm may
reasonably request in connection with any action to be taken by the Company,
Cynat or Genaderm pursuant to this Agreement, and to pay such holder's expenses
which are not required to be paid by the Company, Cynat or Genaderm pursuant to
this Agreement.
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(t) Registration Expenses. All expenses incident to Cynat's or
Genaderm's performance of or compliance with this Agreement including, without
limitation, all registration and filing fees payable by Cynat or Genaderm,
whichever is the applicable registrant company, fees and expenses of compliance
by the applicable registrant company with securities or blue sky laws, printing
expenses of the registrant company, messenger and delivery expenses of the
registrant company, and fees and disbursements of counsel for the registrant
company and all independent certified public accountants of the registrant
company, underwriters (excluding discounts and commissions, which will be paid
by the sellers of Registrable Securities) and other Persons retained by the
registrant company will be borne by the applicable registrant company, and the
applicable registrant company will pay its internal expenses (including, without
limitation, all salaries and expenses of its Employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance of the registrant company and the expenses
and fees for listing the securities to be registered on each securities exchange
on which similar securities issued by the registrant company are then listed or
on The Nasdaq National Market, Nasdaq SmallCap Market or the OTC Bulletin Board
trading system. Neither the Company, Cynat or Genaderm shall have any obligation
to pay any underwriting discounts or commissions attributable to the sale of
Registrable Securities and any of the expenses incurred by any holder of
Registrable Securities which are not payable by Cynat or Genaderm, such costs to
be borne by such holder or holders, including, without limitation, underwriting
fees, discounts and expenses, if any, applicable to any holder's Registrable
Securities; fees and disbursements of counsel or other professionals that any
holder may choose to retain in connection with the registration statement filed
pursuant to this Agreement; selling commissions or stock transfer taxes
applicable to the Registrable Securities registered on behalf of any holder; any
other expenses incurred by or on behalf of such holder in connection with the
offer and sale of such Holder's Registrable Securities other than expenses which
Cynat or Genaderm is expressly obligated to pay pursuant to this Agreement.
1.7 Indemnification.
(a) The Company agrees to use its reasonable best efforts to cause
whichever of Cynat or Genaderm is the applicable registrant company to indemnify
and hold harmless, to the fullest extent permitted by law, each holder of Cynat
Registrable Securities or Genaderm Registrable Securities, whichever is
applicable, and its general or limited partners, officers, directors, members,
managers, employees, advisors, representatives, agents and Affiliates
(collectively, the "Representatives") from and against any loss, claim, damage,
liability, attorney's fees, cost or expense and costs and expenses of
investigating and defending any such claim (collectively, the "Losses"), joint
or several, and any action in respect thereof to which such holder of
Registrable Securities or its Representatives may become subject under the
Securities Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereto) arise out of or are based
upon (i) any untrue or alleged untrue statement of a material fact contained in
any Registration Statement by the applicable registrant company, prospectus or
preliminary or summary prospectus or any amendment or supplement thereto or (ii)
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 applicable registrant company shall reimburse each such holder of
Registrable Securities of that registrant company and such holder's
Representatives for any legal or any other expenses incurred by them in
connection with investigating or defending or preparing to defend against any
such Loss, action or proceeding; provided, however, that no registrant company
shall be liable to any such holder or other indemnitee in any such case to the
extent that any such Loss (or action or proceeding, whether commenced or
threatened, in respect thereof) arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission, made in
such Registration Statement, any such prospectus or preliminary or summary
prospectus or any amendment or supplement thereto, in reliance upon, and in
conformity with, written information prepared and furnished to the registrant
11
company by any holder of Registrable Securities or its Representatives expressly
for use therein or by failure of any holder of Registrable Securities to deliver
a copy of the Registration Statement or prospectus or any amendments or
supplements thereto after the registrant company has furnished such holder of
Registrable Securities with a sufficient number of copies of the same. In no
event, however, shall any person or entity be liable for indirect, incidental or
consequential or special damages of any kind. In connection with an underwritten
offering, whichever of Cynat or Genaderm is the applicable registant company
will indemnify such underwriters, their officers and directors and each Person
who controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Securities.
(b) In connection with any Registration Statement in which the
holders of Registrable Securities are participating pursuant to this Agreement,
the holders of Registrable Securities will furnish to whichever of Cynat or
Genaderm is the applicable registrant company in writing such information as the
registrant company reasonably requests for use in connection with any such
Registration Statement or prospectus and, to the fullest extent permitted by
law, each such holder of Registrable Securities will indemnify and hold harmless
the registrant company and its Representatives from and against any Losses,
severally but not jointly, and any action in respect thereof to which the
registrant company and its Representatives may become subject under the
Securities Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
upon (i) the purchase or sale of Registrable Securities during a suspension as
set forth in Section 1.5(b) after written receipt of notice of such suspension,
(ii) any untrue or alleged untrue statement of a material fact contained in the
Registration Statement, prospectus or preliminary or summary prospectus or any
amendment or supplement thereto, or (iii) any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but, with respect to clauses (ii) and (iii) above, only
to the extent that such untrue statement or omission is made in such
Registration Statement, any such prospectus or preliminary or summary prospectus
or any amendment or supplement thereto, in reliance upon and in conformity with
written information prepared and furnished to the registrant company by such
holder of Registrable Securities expressly for use therein or by failure of such
holder of Registrable Securities to deliver a copy of the Registration Statement
or prospectus or any amendments or supplements thereto after the registrant
company has furnished such holder of Registrable Securities with a sufficient
number of copies of the same, and such holder of Registrable Securities will
reimburse the applicable registrant company and each Representative for any
legal or any other expenses incurred by them in connection with investigating or
defending or preparing to defend against any such Loss, action or proceeding;
provided, however, that such holder of Registrable Securities shall not be
liable in any such case to the extent that prior to the filing of any such
Registration Statement or prospectus or amendment or supplement thereto, such
holder of Registrable Securities has furnished in writing to the applicable
registrant company information expressly for use in such Registration Statement
or prospectus or any amendment or supplement thereto which corrected or made not
misleading information previously furnished to the registrant company; provided,
further, however, that the obligation to indemnify will be individual to each
such holder of Registrable Securities and will be limited to the net amount of
proceeds received by such holder of Registrable Securities from the sale of
Registrable Securities pursuant to such Registration Statement. In no event,
however, shall any person or entity be liable for indirect, incidental or
consequential or special damages.
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(c) Promptly after receipt by any Person in respect of which
indemnity may be sought pursuant to Section 1.7(a) or 1.7(b) (an "Indemnified
Party") of notice of any claim or the commencement of any action, the
Indemnified Party shall, if a claim in respect thereof is to be made against the
Person against whom such indemnity may be sought (an "Indemnifying Party"),
promptly notify the Indemnifying Party in writing of the claim or the
commencement of such action; provided, that the failure to notify the
Indemnifying Party shall not relieve the Indemnifying Party from any liability
which it may have to an Indemnified Party otherwise than under Section 1.7(a) or
1.7(b) except to the extent of any actual prejudice resulting therefrom. If any
such claim or action shall be brought against an Indemnified Party, and it shall
notify the Indemnifying Party thereof, the Indemnifying Party shall be entitled
to participate therein, and, to the extent that it wishes, jointly with any
other similarly notified Indemnifying Party, to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume the
defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation; provided, that the Indemnified Party shall
have the right to employ separate counsel to represent the Indemnified Party and
its Representatives who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, but the fees and expenses of such counsel shall be for the
account of such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel or
(ii) in the written opinion of counsel to such Indemnified Party, representation
of both parties by the same counsel would be inappropriate due to actual or
potential conflicts of interest between them, it being understood, however, that
the Indemnifying Party shall not, in connection with any one such claim or
action or separate but substantially similar or related claims or actions in the
same jurisdiction arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for all Indemnified
Parties. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any claim or pending or threatened
proceeding in respect of which the Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding other than the
payment of monetary damages by the Indemnifying Party on behalf of the
Indemnified Party. Whether or not the defense of any claim or action is assumed
by the Indemnifying Party, such Indemnifying Party will not be subject to any
liability for any settlement made without its consent, which consent will not be
unreasonably withheld.
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(d) If the indemnification provided for in this Section 1.7 is
unavailable to the Indemnified Parties in respect of any Losses referred to
herein, then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such Losses in such proportion as is appropriate to reflect the
relative benefits received by the applicable registrant company on the one hand
and the holders of the Registrable Securities on the other from the offering of
the Registrable Securities, or if such allocation is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits but also the relative fault of the registrant company on the one hand
and the holders of the Registrable Securities on the other in connection with
the statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations. The relative fault of the registrant company
on the one hand and of each holder of the Registrable Securities on the other
shall be determined by reference to, among other things, whether any action
taken, including any untrue or alleged untrue statement of a material fact, or
the omission or alleged omission to state a material fact relates to information
supplied by such party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the holders of the Registrable Securities agree that it would
not be just and equitable if contribution pursuant to this Section 1.7(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified
Party as a result of the Losses referred to in the immediately preceding
paragraph 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.
Notwithstanding the provisions of this Section 1.7, no holder of the Registrable
Securities shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities of such holder were
offered to the public exceeds the amount of any Losses which such holder has
otherwise paid by reason of such untrue or alleged untrue statement or omission
or alleged omission. 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. Each holder's obligations to contribute pursuant to this
Section 1.7 is several in the proportion that the proceeds of the offering
received by such holder of the Registrable Securities bears to the total
proceeds of the offering received by all the holders of the Registrable
Securities and not joint.
1.8 Participation in Underwritten Registrations.
(a) No Person may participate in any registration hereunder which
is underwritten unless such Person (i) agrees to sell such Person's securities
on the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements (including, without
limitation, pursuant to the terms of any over-allotment or "green shoe" option
requested by the managing underwriter(s), provided, that each holder of
Registrable Securities shall not be required to sell more than the number of
Registrable Securities that such holder has requested the applicable registrant
company to include in any registration) and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements and this Agreement.
14
(b) Each Person that is participating in any registration under
this Agreement agrees that, upon receipt of any notice from Cynat or Genaderm of
the happening of any event of the kind described in Section 1.6(e) above, such
Person will forthwith discontinue the disposition of its Registrable Securities
pursuant to the Registration Statement and all use of the Registration Statement
or any prospectus or related document until such Person's receipt of the copies
of a supplemented or amended prospectus as contemplated by such Section 1.6(e)
and, if so directed by the applicable registrant company, will deliver to the
registrant company (at the registrant company's expense) all copies, other than
permanent file copies, then in holder's possession of such documents at the time
of receipt of such notice. Furthermore, each holder agrees that if such holder
uses a prospectus in connection with the offering and sale of any of the
Registrable Securities, the holder will use only the latest version of such
prospectus provided by registrant company.
2. Transfers of Certain Rights.
2.1 Transfer. The rights granted to the Purchaser under this
Agreement are non-transferable except for a transfer, without any consideration
whatsoever, to a person or entity which is an Affiliate of the transferor, and
any such transfer, in any case, shall be subject to the provisions of Sections
2.2 and 2.3; provided that nothing contained herein shall be deemed to permit an
assignment, transfer or disposition of the Registrable Securities in violation
of the terms and conditions of the Securities Purchase Agreement, the
Certificate of Designations of the Series A Preferred Stock, or applicable law.
2.2 Transferees. Any permitted transferee to whom rights under this
Agreement are transferred shall, as a condition to such transfer, deliver to
whichever of Cynat or Genaderm is applicable, a written instrument by which such
transferee agrees to be bound by the obligations imposed upon the Purchaser
under this Agreement to the same extent as if such transferee were a Purchaser
hereunder.
2.3 Subsequent Transferees. A transferee to whom rights are
transferred pursuant to this Section 2 may not again transfer such rights to any
other person or entity, other than as provided in Sections 2.1 or 2.2 above.
3. Certain Definitions. The following capitalized terms shall have the
meanings ascribed to them below:
"Affiliate" means any Person that directly or indirectly controls, or
is under control with, or is controlled by such Person. As used in this
definition, "control" (including with its correlative meanings, "controlled by"
and "under common control with") shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person (whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise).
15
"Closing Price" means, with respect to the Registrable Securities (a)
if the shares are listed or admitted for trading on any national securities
exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market,
the last reported sales price as reported on such exchange or market; (b) if the
shares are not listed or admitted for trading on any national securities
exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market,
the average of the last reported closing bid and asked quotation for the shares
as reported on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such
information; (c) if the shares are not listed or admitted for trading on any
national securities exchange or included in The Nasdaq National Market or Nasdaq
SmallCap Market or quoted by NASDAQ or a similar service, the average of the
last reported bid and asked quotation for the shares as quoted by a market maker
in the shares (or if there is more than one market maker, the bid and asked
quotation shall be obtained from two market makers and the average of the lowest
bid and highest asked quotation). In the absence of any available public
quotations for the Common Stock, the Board and a majority of the Holders shall
determine in good faith the fair value of the Common Stock
"Common Stock" means the common stock, par value $0.001 per share, of
the Company.
"Cynat Common Stock" means the common stock, par value $0.001 per
share, of Cynat.
"Employees" means any current, former, or retired employee, office
consultant, advisor, independent contractor, agent, officer or director of the
Company.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.
"Market Price" means, on any date of determination, the average of
the daily Closing Price of the Registrable Securities for the immediately
preceding five (5) on which the national securities exchanges are open for
trading.
"Person" means any individual, company, partnership, firm, joint
venture, association, joint-stock company, trust, unincorporated organization,
governmental body or other entity.
"Registrable Securities" means, subject to the immediately following
sentence, (i) the Cynat Shares and the Genaderm Shares acquired by the
applicable Purchaser or placement agent from the Company in the Offering
pursuant to the Securities Purchase Agreement, and (ii) any shares of Cynat
Common Stock or Genaderm Common Stock, if any, issued or issuable directly or
indirectly with respect to the securities referred to in clause (i) by way of
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular securities constituting Registrable Securities, such securities will
cease to be Registrable Securities when they (x) have been effectively
registered under the Securities Act and disposed of in accordance with a
Registration Statement covering them, (y) have been sold to the public pursuant
to Rule 144 (or by similar provision under the Securities Act), or (z) are
eligible for resale under Rule 144(k) (or by similar provision under the
Securities Act) without any limitation on the amount of securities that may be
sold under paragraph (e) thereof.
16
"Registration Statement" means any registration statement of
whichever of Cynat or Genaderm is the applicable registrant company filed under
the Securities Act which covers any of the Cynat Registrable Securities or the
Genaderm Registrable Securities pursuant to the provisions of this Agreement,
including the prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits and all material
incorporated by reference in such registration statement.
"SEC" means the United States Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.
4. Miscellaneous.
4.1 Recapitalizations, Exchanges, etc. The provisions of this
Agreement shall apply to the full extent set forth herein with respect to (i)
the Registrable Securities, (ii) any and all equity securities into which the
Registrable Securities are converted, exchanged or substituted in any
recapitalization or other capital reorganization by Cynat or Genaderm, whichever
is applicable, and (iii) any and all equity securities of Cynat or Genaderm,
whichever is applicable, or any of their respective successors or assigns
(whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in conversion of, in exchange for or in substitution of,
the Registrable Securities and shall be appropriately adjusted for any stock
dividends, splits, reverse splits, combinations, recapitalizations and the like
occurring after the date hereof. The Company shall use its reasonable best
efforts to cause whichever of Cynat or Genaderm is applicable to cause any
successor or assign (whether by merger, consolidation, sale of assets or
otherwise) to enter into a new registration rights agreement with the Designated
Holders on terms substantially the same as this Agreement as a condition of any
such transaction.
4.2 No Inconsistent Agreements. The Company has not, and to its
knowledge neither Cynat nor Genaderm has, entered into, the Company shall not,
and shall use its reasonable best efforts to cause Cynat and Genaderm not to
enter into, any agreement with respect to the Cynat Common Stock or the Genaderm
Common Stock that is inconsistent with the rights granted to the Purchasers in
this Agreement or grant any additional registration rights to any Person or with
respect to any securities which are not Registrable Securities which are prior
in right to or materially inconsistent with the rights granted in this
Agreement.
17
4.3 Amendments and Waivers. The provisions of this Agreement may be
amended and the Company, Cynat and Genaderm may take action herein prohibited,
or omit to perform any act herein required to be performed by it, if, but only
if, the Company, Cynat and/or Genaderm, whichever is applicable, has obtained
the written consent of holders of at least a majority of the Registrable
Securities then in existence.
4.4 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
4.5 Counterparts. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4.6 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including telecopy, telex or similar
writing) and shall be deemed given or made as of the date delivered, if
delivered personally or by telecopy (provided that delivery by telecopy shall be
followed by delivery of an additional copy personally, by mail or overnight
courier), one day after being delivered by overnight courier or four business
days after being mailed by registered or certified mail (postage prepaid for the
most expeditious form of delivery, return receipt requested), to the parties at
the following addresses (or to such other address or telex or telecopy number as
a party may have specified by notice given to the other party pursuant to this
provision):
If to the Company, to:
Bioaccelerate Holdings, Inc.
712 Fifth Avenue
19th Floor
New York, New York 10019
Reference: Series A Preferred Private Placement
Telephone: (212) 897-6849
Facsimile: (212) 581-1922
If to the Purchaser, to:
The address or facsimile number of each Purchaser as
recorded in the stockholders records of the Company.
4.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflicts of laws rules or provisions.
18
4.8 Forum; Service of Process. Any legal suit, action or proceeding
brought by any party or any of its affiliates arising out of or based upon this
Agreement shall be instituted in any federal or state court in New York County,
New York, and each party waives any objection which it may now or hereafter have
to the laying of venue or any such proceeding, and irrevocably submits to the
jurisdiction of such courts in any such suit, action or proceeding.
4.9 Captions. The captions, headings and arrangements used in this
Agreement are for convenience only and do not in any way limit or amplify the
terms and provisions hereof.
4.10 No Prejudice. The terms of this Agreement shall not be
construed in favor of or against any party on account of its participation in
the preparation hereof.
4.11 Words in Singular and Plural Form. Words used in the singular
form in this Agreement shall be deemed to import the plural, and vice versa, as
the sense may require.
4.12 Remedy for Breach. The Company hereby acknowledges that in the
event of any breach or threatened breach by the Company of any of the provisions
of this Agreement, the holders of the Registrable Securities would have no
adequate remedy at law and could suffer substantial and irreparable damage.
Accordingly, the Company hereby agrees that, in such event, the holders of the
Registrable Securities shall be entitled, and notwithstanding any election by
any holder of the Registrable Securities to claim damages, to obtain a temporary
and/or permanent injunction to restrain any such breach or threatened breach or
to obtain specific performance of any such provisions, all without prejudice to
any and all other remedies which any holder of the Registrable Securities may
have at law or in equity.
4.13 Successors and Assigns; Third Party Beneficiaries. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto, each subsequent holder of the Registrable
Securities and their respective permitted successors and assigns and executors,
administrators and heirs. Holders of the Registrable Securities are intended
third party beneficiaries of this Agreement and this Agreement may be enforced
by such holders.
4.14 Entire Agreement. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.
[Remainder of page intentionally left blank.]
19
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed as of the date and year first written
above.
BIOACCELERATE HOLDINGS, INC.
By:_________________________________
Name:
Title:
20
IN WITNESS WHEREOF, the undersigned Purchaser has caused this
Registration Rights Agreement to be duly executed as of the date and year first
above written and to be bound hereby.
Securities
--------------------------------------
are in: Print Name of Purchaser
--------------------------------------------------
shares of Series A Preferred Stock (which shall be
____ individual name acquired together with certain related
Warrants, Cynat Shares and Genaderm
Shares)
--------------------------------------
____ tenants in the entirety Print Name of Joint Purchaser
(if applicable)
--------------------------------------
____ corporation (an officer must sign) Signature of Purchaser
--------------------------------------
____ partnership (all general partners must sign) Signature of Joint Purchaser
____ trust --------------------------------------
--------------------------------------
(with a copy to:)
--------------------------------------
--------------------------------------
Address of Purchaser
____ limited liability company