REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January
24, 2003 by and between iVOICE ACQUISITION 1, INC., a Delaware corporation, with
its principal office located at 750 Highway 34 Matawan, New Jersey 07747 (the
"Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership
(the "Investor").
WHEREAS:
A. In connection with the Equity Line of Credit Agreement by and
between the parties hereto of even date herewith (the "Equity Line of Credit
Agreement"), the Company has agreed, upon the terms and subject to the
conditions of the Equity Line of Credit Agreement, to issue and sell to the
Investor that number of shares of the Company's common stock, par value $0.0001
per share (the "Common Stock"), which can be purchased pursuant to the terms of
the Equity Line Credit Agreement for an aggregate purchase price of up to Ten
Million Dollars ($10,000,000) . Capitalized terms not defined herein shall have
the meaning ascribed to them in the Equity Line of Credit Agreement.
B. To induce the Investor to execute and deliver the Equity Line of
Credit Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations
there under, or any similar successor statute (collectively, the "1933 Act"),
and applicable state securities laws.
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:
DEFINITIONS.
As used in this Agreement, the following terms shall have the following
meanings:
a. "Person" means a corporation, a limited liability company, an
association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.
b. "Register," "registered," and "registration" refer to a registration
effected by preparing and filing one or more Registration Statements (as defined
below) in compliance with the 1933 Act and pursuant to Rule 415 under the 1933
Act or any successor rule providing for offering securities on a continuous or
delayed basis ("Rule 415"), and the declaration or ordering of effectiveness of
such Registration Statement(s) by the United States Securities and Exchange
Commission (the "SEC").
c. "Registrable Securities" means the shares of Common Stock issuable to
Investors pursuant to the Equity Line of Credit Agreement.
d. "Registration Statement" means a registration statement under the 1933
Act which covers the Registrable Securities.
REGISTRATION.
a. Mandatory Registration. Upon the Company having caused its Common Stock
to be registered under section 12(g) of the Exchange Act, and obtaining the
trading of the Common Stock on the Principal Market, the Company shall prepare
and file with the SEC a Registration Statement on Form S-1, SB-2 or on such
other form as is available. The Company shall cause such Registration Statement
to be declared effective by the SEC prior to the first sale to Investor of the
Company's Common Stock pursuant to the Equity Line of Credit Agreement.
b. Sufficient Number of Shares Registered. In the event the number of
shares available under a Registration Statement filed pursuant to Section 2(a)
is insufficient to cover all of the Registrable Securities which the Investor
has purchased pursuant to the Equity Line of Credit Agreement, the Company shall
amend the Registration Statement, or file a new Registration Statement (on the
short form available therefore, if applicable), or both, so as to cover all of
such Registrable Securities which the Investor has purchased pursuant to the
Equity Line of Credit Agreement as soon as practicable, but in any event not
later than fifteen (15) days after the necessity therefore arises. The Company
shall use it best efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing
thereof. For purposes of the foregoing provision, the number of shares available
under a Registration Statement shall be deemed "insufficient to cover all of the
Registrable Securities" if at any time the number of Registrable Securities
issuable on an Advance Notice Date is greater than the number of shares
available for resale under such Registration Statement.
3. RELATED OBLIGATIONS.
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a. The Company shall keep the Registration Statement effective pursuant to
Rule 415 at all times until the date on which the Investor shall have sold all
the Registrable Securities covered by such Registration Statement (the
"Registration Period"), which Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall not 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 light of the
circumstances in which they were made, not misleading.
b. The Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in such Registration Statement. In the case of