Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement"), dated January 26, 2012,
is made by and between STEVIA CORP. a Nevada corporation ("Company"), and
SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the "Investor").
RECITALS
WHEREAS, upon the terms and subject to the conditions of the Equity
Purchase Agreement ("Purchase Agreement"), between the Investor and the Company,
the Company has agreed to issue and sell to the Investor shares (the "Put
Shares") of its common stock, par value $0.001 per share (the "Common Stock")
from time to time for an aggregate investment price of up to Twenty Million
Dollars ($20,000,000) (the "Registrable Securities"); and
WHEREAS, to induce the Investor to execute and deliver the Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, "Securities Act"),
and applicable state securities laws with respect to the Registrable Securities;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Investor
hereby agree as follows:
1. DEFINITIONS.
(a) As used in this Agreement, the following terms shall have the following
meaning:
(i) "Subscription Date" means the date of this Agreement.
(ii) "Investor" has the meaning set forth in the preamble to this
Agreement.
(iii) "Register," "registered" and "registration" refer to a registration
effected by preparing and filing a Registration Statement or Statements in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any successor rule providing for offering securities on a delayed or
continuous basis ("Rule 415"), and the declaration or ordering of effectiveness
of such Registration Statement by the United States Securities and Exchange
Commission (the "SEC").
(iv) "Registrable Securities" will have the same meaning as set forth in
the preamble hereto.
(v) "Registration Statement" means the Company's registration statement on
Form S-1, or any similar registration statement of the Company filed with SEC
under the Securities Act with respect to the Registrable Securities.
(vi) "EDGAR" means the SEC's Electronic Data Gathering, Analysis and
Retrieval System.
(b) Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Purchase Agreement.
2. [RESERVED]
3. OBLIGATION OF THE COMPANY. In connection with the registration of the
Registrable Securities, the Company shall do each of the following:
(a) Prepare promptly and file with the SEC within ninety (90) days
after the date hereof, a Registration Statement with respect to not less than
[_______](1) of Registrable Securities, and thereafter use all commercially
reasonable efforts to cause such Registration Statement relating to the
Registrable Securities to become effective within five (5) business days after
notice from the Securities and Exchange Commission that such Registration
Statement may be declared effective, and keep the Registration Statement
effective at all times until the earliest of (i) the date that is three months
after the completion of the last Closing Date under the Purchase Agreement, (ii)
the date when the Investor may sell all Registrable Securities under Rule 144
without volume limitations, or (iii) the date the Investor no longer owns any of
the Registrable Securities (collectively, the "Registration Period"), which
Registration Statement (including any amendments or supplements, thereto and
prospectuses contained therein) shall not, other than during an Allowable Grace
Period (as defined below), contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading;
(b) Prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times during the
Registration Period, and to comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities of the Company
covered by the Registration Statement until the expiration of the Registration
Period.
(c) With respect to the Registrable Securities, permit counsel
designated by Investor to review the Registration Statement and all amendments
and supplements thereto a reasonable period of time (but not less than two (2)
business days) prior to their filing with the SEC, and not file any document in
a form to which such counsel reasonably objects.
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1. Amount to be determined.
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(d) As promptly as practicable after becoming aware of the following
facts, the Company shall notify Investor and Investor's legal counsel identified
to the Company and (if requested by any such person) confirm such notice in
writing no later than one (1) business day thereafter (i): (A) when a prospectus
or any prospectus supplement or post-effective amendment to the Registration
Statement is filed; (B) with respect to the Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statement covering any or all of the Registrable Securities or the
initiation of any proceedings for that purpose; and (iii) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any proceeding for such
purpose.
(e) Unless available to the Investor without charge through EDGAR, the
SEC's website or the Company's website, furnish to Investor, promptly after the
same is prepared and publicly distributed, filed with the SEC, or received by
the Company, one (1) copy of the Registration Statement, each preliminary
prospectus and the prospectus, and each amendment or supplement thereto;
(f) Use all commercially reasonable efforts to (i) register and/or
qualify the Registrable Securities covered by the Registration Statement under
such other securities or blue sky laws of such jurisdictions as the Investor may
reasonably request and in which significant volumes of shares of Common Stock
are traded, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times during the Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualification in effect at all
times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions: provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to (A) qualify to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(f), (B) subject itself to general taxation in any such
jurisdiction, (C) file a general consent to service of process in any such
jurisdiction, (D) provide any undertakings that cause more than nominal expense
or burden to the Company or (E) make any change in its charter or by-laws or any
then existing contracts, which in each case the Board of Directors of the
Company determines to be contrary to the best interests of the Company and its
stockholders;
(g) Subject to Section 3(m), as promptly as practicable after becoming
aware of such event, notify the Investor of the happening of any event of which
the Company has knowledge, as a result of which the prospectus included in the
Registration Statement, as then in effect, includes any untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading ("Registration Default"), and
promptly prepare a supplement or amendment to the Registration Statement or
other appropriate filing with the SEC to correct such untrue statement or
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omission, and take any other commercially reasonable steps to cure the
Registration Default, and, unless available to the Investor without charge
through EDGAR, the SEC's website or the Company's website, deliver a number of
copies of such supplement or amendment to the Investor as the Investor may
reasonably request.
(h) [INTENTIONALLY OMITTED];
(i) Use its commercially reasonable efforts, if eligible, either to
(i) cause all the Registrable Securities covered by the Registration Statement
to be listed or quoted on the Principal Market (to the extent required by such
Principal Market) on which its common stock commonly trades;
(j) Provide a transfer agent for the Registrable Securities not later
than the Subscription Date under the Purchase Agreement;
(k) Cooperate with the Investor to facilitate the timely preparation
and delivery of certificates for the Registrable Securities to be offered
pursuant to the Registration Statement and enable such certificates for the
Registrable Securities to be in such denominations or amounts as the case may
be, as the Investor may reasonably request and registration in such names as the
Investor may request; and, within five (5) business days after a Registration
Statement which includes Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with copies to
the Investor) an appropriate instruction and opinion of such counsel, if so
required by the Company's transfer agent; and
(l) Take all other commercially reasonable actions necessary to
expedite and facilitate distribution to the Investor of the Registrable
Securities pursuant to the Registration Statement.
(m) Notwithstanding anything to the contrary herein (but subject to
the last sentence of this Section 3(m)), at any time after the date on which a
particular Registration Statement has been declared effective by the SEC (the
"Effective Date"), the Company may delay the disclosure of material, non-public
information concerning the Company or any of its subsidiaries the disclosure of
which at the time is not, in the good faith opinion of the board of directors of
the Company, in the best interest of the Company and, in the opinion of counsel
to the Company, otherwise required (a "Grace Period"), provided that the Company
shall promptly notify the Investor in writing of the (i) existence of material,
non-public information giving rise to a Grace Period (provided that in each such
notice the Company shall not disclose the content of such material, non-public
information to Investor) and the date on which such Grace Period will begin and
(ii) date on which such Grace Period ends, provided further that (I) no Grace
Period shall exceed ten (10) consecutive Trading Days and during any three
hundred sixty five (365) day period all such Grace Periods shall not exceed an
aggregate of thirty (30) Trading Days, (II) the first day of any Grace Period
must be at least five (5) Trading Days after the last day of any prior Grace
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Period and (III) no Allowable Grace Period (as defined below) may exist during
the five (5) Trading Day period following each Closing Date (each, an "Allowable
Grace Period"). For purposes of determining the length of a Grace Period above,
such Grace Period shall begin on and include the date Investor receives the
notice referred to in clause (i) above and shall end on and include the later of
the date Investor receives the notice referred to in clause (ii) above and the
date referred to in such notice. The provisions of Section 3(g) hereof shall not
be applicable during the period of any Allowable Grace Period. Notwithstanding
anything to the contrary contained in this Section 3(m), the Company shall cause
its transfer agent to deliver unlegended shares of Common Stock to a transferee
of the Investor in accordance with the terms of the Purchase Agreement in
connection with any sale of Registrable Securities with respect to which the
Investor has entered into a contract for sale, and delivered a copy of the
prospectus included as part of the particular Registration Statement to the
extent applicable, prior to the Investor's receipt of the notice of a Grace
Period and for which the Investor has not yet settled
4. OBLIGATIONS OF THE INVESTOR. In connection with the registration of the
Registrable Securities, the Investor shall have the following obligations;
(a) It shall be a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement with respect to
the Registrable Securities of the Investor that the Investor shall timely
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of the Registrable
Securities held by it, as shall be reasonably required to effect the
registration of such Registrable Securities and shall timely execute such
documents in connection with such registration as the Company may reasonably
request, including, but not limited to, assisting the Company, to the extent
necessary, in responding to comments and questions from the SEC regarding the
Registration Statement as well as assist the Company in its preparation and
filing of any and all necessary state "blue sky" filings and Form D with the SEC
to the extent such filings require the participation of the Investor.
(b) The Investor by such Investor's acceptance of the Registrable
Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Registration
Statement, and any amendment or supplement thereto, hereunder; and
(c) The Investor agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(d)(ii)
or (iii) or 3(g) above, the Investor will immediately discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until the Investor receives the copies of the
supplemented or amended prospectus contemplated by Section 3(d)(ii) or (iii) or
3(g) and, if so directed by the Company, the Investor shall deliver to the
Company (at the expense of the Company) or destroy (and deliver to the Company a
certificate of destruction) all copies in the Investor's possession, of the
prospectus covering such Registrable Securities current at the time of receipt
of such notice.
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5. EXPENSES OF REGISTRATION. All reasonable expenses incurred in connection
with registrations, filings or qualifications pursuant to Section 3, including,
without limitation, all registration, listing, and qualifications fees, printers
and accounting fees, the fees and disbursements of counsel for the Company shall
be borne by the Company. Notwithstanding anything to the contrary, in no event
shall the Company be responsible for any broker or similar concessions or any
legal fees or other costs of the Investor.
6. INDEMNIFICATION. After Registrable Securities are included in a
Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless, the Investor, the directors, if any, of such Investor, the
officers, if any, of such Investor, each person, if any, who controls the
Investor within the meaning of the Securities Act or the Exchange Act (each, an
"Indemnified Person"), against any losses, claims, damages, liabilities or
reasonable expenses (joint or several) incurred (collectively, "Claims") to
which any of them may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereof or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in the light of the
circumstances under which the statements therein were made, not misleading or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation under the
Securities Act, the Exchange Act or any state securities law (the matters in the
foregoing clauses (i) through (iii) being collectively referred to as
"Violations"). Subject to Section 6(b) hereof, the Company shall reimburse the
Investor, promptly as such reasonable expenses are incurred and are due and
payable, for any reasonable legal fees or other reasonable expenses incurred by
them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a) shall not (i) apply to any Claims
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of any Indemnified Person expressly for use in connection with the preparation
of the Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company pursuant to
Section 3(b) hereof; (ii) with respect to any preliminary prospectus, inure to
the benefit of any such person from whom the person asserting any such Claim
purchased the Registrable Securities that are the subject thereof (or to the
benefit of any person controlling such person) if the untrue statement or
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omission of material fact contained in the preliminary prospectus was corrected
in the prospectus, as then amended or supplemented, if such prospectus was
timely made available by the Company pursuant to Section 3(b) hereof; (iii) be
available to the extent such Claim is based on a failure of the Investor to
deliver or cause to be delivered the prospectus made available by the Company;
or (iv) apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld. The Investor will indemnify the Company, its
officers, directors and agents (including legal counsel) against any claims
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company, by or on behalf
of the Investor, expressly for use in connection with the preparation of the
Registration Statement, subject to such limitations and conditions set forth in
the previous sentence.
(b) Promptly after receipt by an Indemnified Person under this Section
6 of notice of the commencement of any action (including any governmental
action), such Indemnified Person shall, if a Claim in respect thereof is to be
made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person, as
the case may be; provided, however, that an Indemnified Person shall have the
right to retain its own counsel with the reasonable fees and expenses to be paid
by the indemnifying party, if, in the reasonable opinion of counsel retained by
the indemnifying party, the representation by such counsel of the Indemnified
Person and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person and any other
party represented by such counsel in such proceeding. In such event, the Company
shall pay for only one separate legal counsel for the Investor selected by the
Investor. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person under this Section
6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action. The indemnification required by this Section 6 shall be
made by periodic payments of the amount thereof during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.
7. CONTRIBUTION. To the extent any indemnification by an indemnifying party
is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 6 to the fullest extent permitted by law; provided,
however, that (a) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 6; (b) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation; and (c)
contribution by any seller of Registrable Securities shall be limited in amount
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to the net amount of proceeds received by such seller from the sale of such
Registrable Securities.
8. REPORTS UNDER EXCHANGE ACT. With a view to making available to the
Investor the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the SEC that may at any time permit the
Investor to sell securities of the Company to the public without registration
("Rule 144"), the Company agrees to use its commercially reasonable efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act for so long as the
Company remains subject to such requirements, and the filing of such reports is
required for sales under Rule 144;
(c) furnish to the Investor so long as the Investor owns Registrable
Securities, promptly upon request, (i) other than during an Allowable Grace
Period, a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) unless available to the Investor without charge through EDGAR, the SEC's
website or the Company's website, a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to
permit the Investor to sell such securities pursuant to Rule 144 without
registration; and
(d) at the request of any Investor of Registrable Securities, give its
Transfer Agent instructions (supported by an opinion of Company counsel, if
required or requested by the Transfer Agent) to the effect that, upon the
Transfer Agent's receipt from such Investor of:
(i) a certificate (a "Rule 144 Certificate") certifying (A) that
such Investor has held the shares of Registrable Securities which the
Investor proposes to sell (the "Securities Being Sold") for a period
of not less than (1) year and (B) as to such other matters as may be
appropriate in accordance with Rule 144 under the Securities Act, and
(ii) an opinion of counsel acceptable to the Company (for which
purposes it is agreed that the initial Investor's counsel shall be
deemed acceptable if such opinion is not given by Company counsel)
that, based on the Rule 144 Certificate, Securities Being Sold may be
sold pursuant to the provisions of Rule 144, even in the absence of an
effective Registration Statement,
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the Transfer Agent is to effect the transfer of the Securities Being Sold and
issue to the buyer(s) or transferee(s) thereof one or more stock certificates
representing the transferred Securities Being Sold without any restrictive
legend and without recording any restrictions on the transferability of such
shares on the Transfer Agent's books and records (except to the extent any such
legend or restriction results from facts other than the identity of the
Investor, as the seller or transferor thereof, or the status, including any
relevant legends or restrictions, of the shares of the Securities Being Sold
while held by the Investor). If the Transfer Agent requires any additional
documentation at the time of the transfer, the Company shall deliver or cause to
be delivered all such reasonable additional documentation as may be necessary to
effectuate the issuance of an unlegended certificate.
9. MISCELLANEOUS.
(A) REGISTERED OWNERS. A person or entity is deemed to be a holder of
Registrable Securities whenever such person or entity owns of record such
Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more persons or entities with respect to the
same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the registered owner of such
Registrable Securities.
(B) RIGHTS CUMULATIVE; WAIVERS. The rights of each of the parties under
this Agreement are cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express waiver or
variation in writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right. Any defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such right. No act
or course of conduct or negotiation on the part of any party shall in any way
preclude such party from exercising any such right or constitute a suspension or
any variation of any such right.
(C) ASSIGNMENT. Neither this Agreement nor any rights of Investor or the
Company hereunder may be assigned by either party to any other person.
(D) ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof. There are no promises,
agreements, conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between them with respect
to this Agreement or the matters described in this Agreement, except as set
forth in this Agreement and in the other documentation relating to the
transactions contemplated by this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this Agreement.
(E) AMENDMENT. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
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Company and Investor. Any amendment or waiver affected in accordance with this
Section 9 shall be binding upon the Company.
(F) SEVERABILITY. Each part of this Agreement is intended to be severable.
In the event that any provision of this Agreement is found by any court or other
authority of competent jurisdiction to be illegal or unenforceable, such
provision shall be severed or modified to the extent necessary to render it
enforceable and as so severed or modified, this Agreement shall continue in full
force and effect.
(G) NOTICES. Notices required or permitted to be given hereunder shall be
in writing and shall be deemed to be sufficiently given when personally
delivered (by hand, by courier, by telephone line facsimile transmission,
receipt confirmed, email or other means) or sent by certified mail, return
receipt requested, properly addressed and with proper postage pre-paid (i) if to
the Company, at its executive office and (ii) if to the Investor, at the address
set forth under its name in the Purchase Agreement, with a copy to its
designated attorney, or at such other address as each such party furnishes by
notice given in accordance with this Section 9(g), and shall be effective, when
personally delivered, upon receipt and, when so sent by certified mail, five (5)
business days after deposit with the United States Postal Service.
(H) GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York without regard to the
principles of conflicts of law. Each of the Company and Investor hereby submit
to the exclusive jurisdiction of the United States Federal and state courts
located in New York with respect to any dispute arising under this Agreement,
the agreements entered into in connection herewith or the transactions
contemplated hereby or thereby.
(I) CONSENTS. The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of that party.
(J) FURTHER ASSURANCES. In addition to the instruments and documents to be
made, executed and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other actions as
the requesting party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.
(K) SECTION HEADINGS. The Section headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(L) CONSTRUCTION. Unless the context otherwise requires, when used herein,
the singular shall be deemed to include the plural, the plural shall be deemed
to include each of the singular, and pronouns of one or no gender shall be
deemed to include the equivalent pronoun of the other or no gender.
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(M) EXECUTION IN COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same agreement. This Agreement, once executed by a
party, may be delivered to the other party hereto by email of a .pdf or
telephone line facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement. A facsimile transmission or
email of a .pdf of this signed Agreement shall be legal and binding on all
parties hereto.
(N) TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary
herein, and other than with respect to the indemnification and contribution
obligations hereunder, each party's obligations and agreements under this
Agreement shall terminate on the earliest to occur of (i) the date as of which
the Investor (or holder of the Registrable Securities ) may sell all of the
Registrable Securities held by them pursuant to Rule 144 (or successor thereto)
promulgated under the Securities Act, (ii) the date on which the Investor (or
holder of the Registrable Securities) shall have sold all of the Registrable
Securities, or (iii) upon the termination of the Purchase Agreement
[SIGNATURES ON FOLLOWING PAGE]
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[SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
COMPANY:
STEVIA CORP.
By: /s/ George Blankenbaker
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Name: George Blankenbaker
Title: President
INVESTOR:
SOUTHRIDGE PARTNERS II, LP
By:
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Name:
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Title:
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