Registration Rights Agreement (2004)Full Document 

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                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of the ____ day of ______, 2004, by and among: Arpeggio Acquisition
Corporation, a Delaware corporation (the "Company"); and the undersigned parties
listed under Investor on the signature page hereto (each, an "Investor" and
collectively, the "Investors").

         WHEREAS, the Investors currently hold all of the issued and outstanding
securities of the Company;

         WHEREAS, the Investors and the Company desire to enter into this
Agreement to provide the Investors with certain rights relating to the
registration of shares of Common Stock held by them;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. DEFINITIONS. The following capitalized terms used herein have the
following meanings:

            "Agreement" means this Agreement, as amended, restated,
supplemented, or otherwise modified from time to time.

            "Commission" means the Securities and Exchange Commission, or any
other federal agency then administering the Securities Act or the Exchange Act.

            "Common Stock" means the common stock, par value $0.0001 per share,
of the Company.

            "Company" is defined in the preamble to this Agreement.

            "Demand Registration" is defined in Section 2.1.1.

            "Demanding Holder" is defined in Section 2.1.1.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.

            "Form S-3" is defined in Section 2.3.

            "Indemnified Party" is defined in Section 4.3.

            "Indemnifying Party" is defined in Section 4.3.

            "Investor" is defined in the preamble to this Agreement.

            "Investor Indemnified Party" is defined in Section 4.1.



            "Maximum Number of Shares" is defined in Section 2.1.4.

            "Notices" is defined in Section 6.3.

            "Piggy-Back Registration" is defined in Section 2.2.1.

            "Register," "registered" and "registration" mean a registration
effected by preparing and filing a registration statement or similar document in
compliance with the requirements of the Securities Act, and the applicable rules
and regulations promulgated thereunder, and such registration statement becoming
effective.

            "Registrable Securities" mean all of the shares of Common Stock
owned or held by Investors. Registrable Securities include any warrants, shares
of capital stock or other securities of the Company issued as a dividend or
other distribution with respect to or in exchange for or in replacement of such
shares of Common Stock. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding, or (d) the Securities and Exchange
Commission makes a definitive determination to the Company that the Registrable
Securities are salable under Rule 144(k).

            "Registration Statement" means a registration statement filed by the
Company with the Commission in compliance with the Securities Act and the rules
and regulations promulgated thereunder for a public offering and sale of Common
Stock (other than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to

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