Registration Rights Agreement (2009)Full Document 

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2009, by and among Voice Mobility International, Inc., a Nevada corporation (the “Company”), and the persons set out on the signature pages hereof (the “Holders”).

 

This Agreement is made pursuant to the terms of the Exchange Agreement by and among the Company, Subco and the Holders, as amended, modified or supplemented from time to time, (the “Exchange Agreement”). The Company and the Holders hereby agree as follows:

 

1. Definitions. Capitalized terms used and not otherwise defined herein are defined in the Exchange Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

Common Shares means the common shares in the capital of the Company;

 

Conversion Shares” means the Common Shares issuable upon the conversion of the Series C Preferred;

 

Demand Notice” means written notice from one or more Holders to the Company requesting the Company to file the Registration Statement;

 

Effectiveness Date means, with respect to any Registration Statement required to be filed pursuant to this Agreement, a date no later than one hundred twenty (120) days after the date the Company receives the Demand Notice;

 

Effectiveness Period shall have the meaning set forth in Section 2(a);

 

Exchange Act means the United States Securities Exchange Act of 1934, as amended;

 

Filing Date means, with respect to the Registration Statement required to be filed in connection with the Conversion Shares, the date that is sixty (60) days after the date the Company receives the Demand Notice;

 

Indemnified Party shall have the meaning set forth in Section 5(c);

 

Indemnifying Party shall have the meaning set forth in Section 5(c);

 

Prospectus means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus;

 

 

 



 

 

Registrable Securities means the Conversion Shares;

 

Registration Statement means each registration statement required to be filed hereunder, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all documents incorporated by reference or deemed to be incorporated by reference in such registration statement;

 

Rule 415 means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule;

 

SEC means the United States Securities and Exchange Commission;

 

Securities Act means the United States Securities Act of 1933, as amended;

 

Series C Preferred” means the Series C Non Voting Convertible Preferred Stock, $0.001 par value; and

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