Ex-10.12



 






Exhibit 10.12




REGISTRATION RIGHTS AGREEMENT




          REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 21, 2007, by and
between KMA GLOBAL SOLUTIONS INTERNATIONAL, INC. a Nevada corporation, (the “Company”), and the
purchasers identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”),
and Incendia Management Group Inc., a Canadian corporation (the “Agent”). Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the
Securities Purchase Agreement by and between the parties hereto dated as of September 21, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).




WHEREAS:




          A. The Company has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to issue and sell to the Buyers Securities of the Company and additionally issue
Securities of the Company to the Agent in consideration for services rendered in connection with
the sale and purchase of Securities; and




          B. In connection with the Purchase Agreement, the Company has issued to the Buyers (i) Eight
Million (8,000,000) shares of its Common Stock (the “Commitment Shares”), and (ii) common stock
purchase warrants (the “Warrants”) granting the Buyers the right to purchase from the Company an
aggregate of Eight Million (8,000,000) shares of Common Stock (the “Warrant Shares”) at an exercise
price of $0.30, exercisable only within (2) years of the Effective Date of the Registration
Statement ; and




          C. Additionally, in connection with the Purchase Agreement, the Company has issued to the
Buyers’ Agent (i) One Million Four Hundred Thousand (1,400,000) shares of its Common Stock,
together with (ii) Warrants to purchase One Million Four Hundred Thousand (1,400,000) Warrant
Shares at an exercise price of $0.30, exercisable only within (2) years of the Effective Date of
the Registration Statement; and




          D. In connection with the Purchase Agreement, the Company has provided for the issuance of
1,880,000 shares of Common Stock upon an Event of Default (the “Default Shares”);




          E. To induce the Buyers to enter into the Purchase Agreement, the Company has agreed to
provide certain registration rights to the Buyers and the Agent under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the “Securities 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 Buyers hereby agree as follows:




          1. DEFINITIONS.




               As used in this Agreement, the following terms shall have the following meanings:



               a. “Investors” means the Buyers and shall also include the Agent, and any transferee or
assignee thereof to whom a Buyer or the Agent assigns its rights under this Agreement and who
agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any
transferee or assignee thereof to whom a transferee or assignee assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in accordance with
Section 9.



 









 





               b. “Person” means any person or entity including any 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.



               c. “Register,” “registered,” and “registration” refer to a registration effected by preparing
and filing one or more registration statements of the Company 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 continuous 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”).



               d. “Registrable Securities” means (1) the Fee Shares which have been, or which may from time
to time be, issued or issuable to the Agent under the Purchase Agreement, and any shares of capital
stock issued or issuable with respect to the Fee Shares or the Purchase Agreement as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, (2) the
Warrant Shares which have been, or which may, from time to time, be issued or issuable upon
exercise of the Warrant, (3) the Commitment Shares issued to the Investors (4) upon an Event of
Default, as defined in the Purchase Agreement, the Default Shares and any shares of capital stock
issued or issuable with respect to the Commitment Shares or the Purchase Agreement as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or otherwise.



               e. “Registration Statement” means the registration statement of the Company which the Company
has agreed to file pursuant to Section 5(a) of the Purchase Agreement with respect to the sale of
the Registrable Securities.



          2. REGISTRATION.




               a. Mandatory Registration. The Company shall use best efforts to keep the
Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and
available for sales of all of the Registrable Securities at all times until the earlier of (i) the
date as of which the Investors may sell all of the Registrable Securities without restriction
pursuant to Rule 144(k) promulgated under the Securities Act (or successor thereto) or (ii) the
date on which the Investors shall have sold all the Registrable Securities under the Purchase
Agreement (the “Registration Period”). The 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. Rule 424 Prospectus. The Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the
Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with
sales of the Registrable Securities under the Registration Statement. The Investors and their
counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its
filing with the SEC. The Investors shall use their reasonable best efforts to comment upon such
prospectus within one (1) Trading Day from the date the Investors receive the final version of such
prospectus.



               c. Sufficient Number of Shares Registered. In the event the number of shares
available under the Registration Statement is insufficient to cover all of the Registrable
Securities, the Company shall amend the Registration Statement or file a new registration statement
(a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as
practicable, but in any event not later than ten (10) Trading Days after the necessity therefor
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. The Investors
and their counsel shall have a reasonable opportunity to review and comment upon any such amendment
and/or New Registration Statement prior to its filing with the SEC. The Investors shall use their
reasonable best efforts to comment upon any such amendment and/or New Registration Statement



 









 




within two (2) Trading Days from the date the Investors receive the final version of any such
amendment and/or New Registration Statement.




          3. RELATED OBLIGATIONS.




          With respect to the Registration Statement and whenever any Registrable Securities are to be
registered pursuant to Section 2 including on any New Registration Statement, the Company shall use
its reasonable best efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the Company shall have the
following obligations:




               a. The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to any 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 Securities Act, as may be necessary to keep the Registration Statement or any New
Registration Statement effective at all times during the Registration Period, and, during such
period, 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 or any New 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.



               b. The Company shall permit the Investors to review and comment upon the Registration
Statement or any New Registration Statement and all amendments and supplements thereto at least two
(2) Trading Days prior to their filing with the SEC, and not file any document in a form to which
Investors reasonably object. The Investors shall use their reasonable best efforts to comment upon
the Registration Statement or any New Registration Statement and any amendments or supplements
thereto within two (2) Trading Days from the date all the Investors receive the final version
thereof. The Company shall furnish to the Investors, without charge any correspondence from the
SEC or the staff of the SEC to the Company or its representatives relating to the Registration
Statement or any New Registration Statement.



               c. The Company shall furnish to the Investors, (i) promptly after the same is prepared and
filed with the SEC, at least one copy of such registration statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference and
all exhibits, (ii) upon the effectiveness of any registration statement, at least one copy of the
prospectus included in such registration statement and all amendments and supplements thereto (or
such other number of copies as the Investors may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus, as the Investors may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities
owned by the Investors.



               d. The Company shall use reasonable best efforts to (i) register and qualify the Registrable
Securities covered by a registration statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as the Investors reasonably request, (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
during the Registration Period, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications 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 (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify the Investors who holds Registrable Securities of
the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky”
laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or
threatening of any proceeding for such purpose.



 









 





               e. As promptly as practicable after becoming aware of such event or facts, the Company shall
notify the Investors in writing of the happening of any event or existence of such facts as a
result of which the prospectus included in any registration statement, as then in effect, includes
an 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 light of the circumstances under which they
were made, not misleading, and promptly prepare a supplement or amendment to such registration
statement to correct such untrue statement or omission, and deliver at least one copy of such
supplement or amendment to the Investors (or such other number of copies as the Investors may
reasonably request). The Company shall also promptly notify the Investors in writing (i) when a
prospectus or any prospectus supplement or post-effective amendment has been filed, and when a
registration statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to the Investors by facsimile on the same day of such
effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements
to any registration statement or related prospectus or related information, and (iii) of the
Company’s reasonable determination that a post-effective amendment to a registration statement
would be appropriate.



               f. The Company shall use its reasonable best efforts to prevent the issuance of any stop order
or other suspension of effectiveness of any registration statement, or the suspension of the
qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible
moment and to notify the Investors of the issuance of such order and the resolution thereof or its
receipt of actual notice of the initiation or threat of any proceeding for such purpose.



               g. The Company shall (i) cause all the Registrable Securities to be listed on each securities
exchange or trading system on which securities of the same class or series issued by the Company
are then listed, if any, if the listing of such Registrable Securities is then permitted under the
rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities
on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section.



               h. The Company shall cooperate with the Investors to facilitate the timely preparation and
delivery of certificates representing the Registrable Securities to be offered pursuant to any
registration statement and enable such certificates to be in such denominations or amounts as the
Investors may reasonably request and registered in such names as the Investors may request.



               i. The Company shall at all times provide a transfer agent and registrar with respect to its
Common Stock.



               j. If reasonably requested by the Investors, the Company shall (i) immediately incorporate in
a prospectus supplement or post-effective amendment such information as the Investors believe
should be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities
being sold, the purchase price being paid therefor and any other terms of the offering of the
Registrable Securities; (ii) make all required filings of such prospectus supplement or
post-effective amendment as soon as notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; and (iii) supplement or make amendments to any registration
statement.



               k. The Company shall use its reasonable best efforts to cause the Registrable Securities
covered by any registration statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.



               l. Within one (1) Trading Day after any registration statement which includes the Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors) confirmation that such registration statement has been declared effective
by the SEC substantially in the form attached hereto as Exhibit A.



 









 





               m. The Company shall take all other reasonable actions reasonably requested by the Investors
to expedite and facilitate disposition by the Investors of Registrable Securities pursuant to any
registration statement.



          4. OBLIGATIONS OF THE INVESTORS.




               a. The Company shall notify the Investors in writing of the information the Company reasonably
requires from the Investors in connection with any registration statement hereunder. The Investors
shall furnish to the Company such information regarding themselves, the Registrable Securities held
by the Investors 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
execute such documents in connection with such registration as the Company may reasonably request.



               b. The Investors agree to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any registration statement hereunder.



               c. The Investors agree that, upon receipt of any notice from the Company of the happening of
any event or existence of facts of the kind described in Section 3(f) or the first sentence of
3(e), the Investors will immediately discontinue disposition of Registrable Securities pursuant to
any registration statement(s) covering such Registrable Securities until receipt of the copies of
the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).
Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly
deliver shares of Common Stock without any restrictive legend in accordance with the terms of the
Purchase Agreement in connection with any sale of Registrable Securities with respect to which the
Investors have entered into a contract for sale prior to the Investors’ receipt of a notice from
the Company of the happening of any event of the kind described in Section 3(f) or the first
sentence of 3(e) and for which the Investors have not yet settled.



               5. EXPENSES OF REGISTRATION.


All reasonable expenses, other than sales or brokerage commissions and legal fees and disbursements
of counsel to the Investors, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the
Company, shall be paid by the Company.




          6. INDEMNIFICATION




               a. To the fullest extent permitted by law, the Company shall, and hereby does, indemnify, hold
harmless and defend the Investors, each Person, if any, who controls an Investor, the respective
members, directors, officers, partners, employees, agents, representatives of the Investors and
each Person, if any, who controls an Investor within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”),
against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs,
attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of
them may become subject 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 in the Registration Statement, any New Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “blue sky” laws of any jurisdiction in which
Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to
state 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 if used prior to the effective date of
such registration statement, 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 light of the circumstances under which the statements therein were made, not misleading, (iii)
any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration
Statement or any New Registration Statement or (iv) any material violation of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company
shall, subject to Section 6(d) reimburse each Indemnified Person for any legal fees or other
expenses reasonably 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): (i) shall not apply to a Claim by an Indemnified Person 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 such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, any New Registration Statement or any such amendment
thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant
to Section 3(c) or Section 3(e); (ii) with respect to any preliminary prospectus, shall not inure
to the benefit of any Indemnified Person from whom the person asserting a Claim purchased the
Registrable Securities that are offered for sale by the preliminary prospectus (or to the benefit
of any person controlling such person) if the untrue statement or 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(c)
or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the
incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person,
notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is
based on a failure of the Investors to deliver or to cause to be delivered the prospectus made
available by the Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c) or Section 3(e); and (iv) shall not 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. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of the Registrable Securities by the Investors pursuant to Section 9.




               b. In connection with the Registration Statement or any New Registration Statement, the
Investors shall, and hereby do, indemnify, hold harmless and defend, to the same extent and in the
same manner as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement or any New Registration Statement, each Person, if
any, who controls the Company within the meaning of the Securities Act or the Exchange Act
(collectively and together with an Indemnified Person, an “Indemnified Party”), against any Claim
or Indemnified Damages to which any of them may become subject, under the Securities Act, the
Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based
upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information furnished to the Company by the
Investors expressly for use in connection with such registration statement; and, subject to Section
6(d), the Investors will reimburse any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Investors, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9.



               c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party 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 or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall
have the right to retain its own counsel with the 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 or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the
status of the defense or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding effected without its written
consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or
condition its consent. No indemnifying party shall, without the consent of the Indemnified Party
or Indemnified Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in
respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which
indemnification has been made. 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 or Indemnified Party under this Section 6, except
to the extent that the indemnifying party is prejudiced in its ability to defend such action.




               d. 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 and when bills are received or
Indemnified Damages are incurred.



               e. The indemnity agreements contained herein shall be in addition to (i) any cause of action
or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or
others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.



          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: (i) 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 fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable
Securities.



          8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACT.




               With a view to making available to the Investors 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 Investors to sell the Registrable Securities to the public without registration (“Rule 144”),
the Company agrees 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 and the Exchange Act so long as the Company remains subject to
such requirements and the filing of such reports; and



               c. furnish to the Investors so long as the Investors own Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has complied with any applicable reporting
and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) 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
Investors to sell such securities pursuant to Rule 144 without registration.



          9. ASSIGNMENT OF REGISTRATION RIGHTS.




               The Company shall not assign this Agreement or any rights or obligations hereunder without the
prior written consent of the Investors, including by merger or consolidation. The Investors may
not assign their rights under this Agreement without the written consent of the Company, other than
to an affiliate.



          10. AMENDMENT OF REGISTRATION RIGHTS.




               Provisions 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 Company and the Investors.



          11. MISCELLANEOUS.




          a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is
deemed to own of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more Persons 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. Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered:
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) Trading Day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:


If to the Company:



KMA Global Solutions International, Inc.

5570A Kennedy Road

Mississauga, Ontario L4Z 2A9

Telephone:     905-568-5220

Facsimile:        905-568-4446

Attention:      Jeffrey D. Reid




 









 







With a copy (which shall not constitute notice) to:



Gary M. Brown



Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.

Commerce Center, Suite 1000

211 Commerce Street

Nashville, TN 37201

Telephone:      (615) 726-5763

Facsimile;         (615) 744-5763

Email:                gbrown@bakerdonelson.com



If to the Investors:



Incendia Management Group Inc.

111 Grangeway Avenue, Suite 404

Toronto, Ontario M1H 3E9

Telephone:      416-289-0440

Facsimile:         416-289-7440

Attention:        Angelo Boujos



or at such other address and/or facsimile number and/or to the attention of such other person as
the recipient party has specified by written notice given to each other party three (3) Trading
Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time, date, recipient
facsimile number and an image of the first page of such transmission or (C) provided by a
nationally recognized overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.




               c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.



               d. Except for the corporate laws of the State of Nevada which shall govern all issues
concerning the relative rights of the Company and its stockholders, all questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of Nevada. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the City
of Las Vegas, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



 









 





               e. This Agreement and the Purchase Agreement constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and therein. This
Agreement and the Purchase Agreement supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof.



               f. Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and
be binding upon the permitted successors and assigns of each of the parties hereto.



               g. The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.



               h. This Agreement may be executed in identical 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 facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this Agreement.



               i. Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.



               j. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent and no rules of strict construction will be applied against any
party.



               k. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



* * * * * *



 









 







          IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of day and year first above written.




	 	 	 	 	 
	 	THE COMPANY:





KMA GLOBAL SOLUTIONS

INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Jeffrey D. Reid
 	 
	 	 	Jeffrey D. Reid 	 
	 	 	Chief Executive Officer 	 
	 



[signature of Buyers and Agent on the following page]




 









 








	 	 	 	 	 	 	 	 	 
	 

	 	BUYERS:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	BRANT FELLOWSHIP HOLDINGS INC.	 	 
	 	 	 	 	GREENOCK EXPORT HOLDING AG INC.	 	 
	 	 	 	 	ADVANCED VENDING TECHNOLOGIES INC.	 	 
	 	 	 	 	V&P TECHNOLOGIES INC.	 	 
	 	 	 	 	NVD INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Angelo Boujos
 

Incendia Management Group Inc., as authorized
	 	 
	 

	 	 	 	 	 	Agent for the Buyers	 	 
	 

	 	 	 	 	 	Per: Angelo Boujos, A.S.O. of Incendia	 	 
	 

	 	 	 	 	 	Management Group Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	AGENT:	 	 	 	 	 	 
	 	 	 	 	INCENDIA MANAGEMENT GROUP INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Angelo Boujos
 

Angelo Boujos, A.S.O.