EXHIBIT 4.3
Registration Rights Agreement
     THIS Registration Rights Agreement is made as of November 15, 2002, by andamong SinoFresh HealthCare, Inc., a Delaware corporation (“SFH”); InvestLincEquity Fund II, L.P., a Nevada limited partnership, (“Equity Fund”); InvestLinc Emerging Growth Equity Fund I, L.L.C., a Nevada limited liability company(“Growth Fund”), and The Invest Linc Group, LLC (“Group” and together withEquity Fund and Growth Fund collectively referred to as the “Stockholders” andindividually a “Stockholder”).
     NOW, THEREFORE, in consideration of the premises and mutual promisesherein contained, the parties hereby agree as follows:
1. Registration Rights.
     (a) Definitions.
 (i) The term “1933 Act” means the Securities Act of 1933,as amended.
 (ii) The term “1934 Act” means the Securities Exchange Actof 1934, as amended.  (iii) The terms “register,” “registered” and “registration” refer to aregistration effected by preparing and filing a registrationstatement or similar document in compliance with the 1933 Act,and the declaration or ordering of effectiveness of suchregistration statement or document.  (iv) The term “SEC” means the Securities and Exchange Commission.
 (b) The Stockholders hereby agree that they will not, without theprior written consent of the representatives of the underwriters,during the period commencing on the date of the final prospectusrelating to the initial public offering and ending on the datespecified by the representatives of the underwriters (such periodnot to exceed one hundred eighty (180) days) sell or otherwisetransfer or dispose of any Common Stock that the Stockholders ownimmediately prior to SFH’s initial public offering. The underwritersin connection with SFH’s initial public offering are intended thirdparty beneficiaries of this Section 1(b) and shall have the right,power and authority to enforce the provisions hereof as though theywere a party hereto.    In order to enforce the foregoing covenant, SFH may imposestop-transfer instructions with respect to the Common Stock held bythe Stockholders until the end of such period.
 (c) Demand Registration. Upon written notice from aStockholder(s) such Stockholder(s) shall have the right, at any timecommencing six (6) months after the date on which the registrationstatement containing the final prospectus relating toSFH’s initial public offering is declared effective, to requestregistration, by written
 

 

   notice to SFH, of some or all of the Common Stock (the “RegistrableShares”). In no event shall SFH be given or required to honor aregistration request on more than one occasion from the Stockholdersas a group. Upon receiving a registration request, SFH shall:
 (i) notify the other Stockholders and allow the otherStockholders to include their Registrable Shares in theregistration;
 (ii) use all reasonable efforts to effect, as soon aspracticable, the registration of an offering under the 1933 Actof all Registrable Shares that the Stockholders request to beregistered within thirty (30) days of the receipt of thenotice(s) pursuant to Section 1(c);
 (iii) prepare and file with the SEC a registration statementwith respect to such Registrable Shares and use all reasonableefforts to cause such registration statement to become effectiveand, upon the request of any Stockholder selling RegistrableShares, keep such registration statement effective for a periodof up to ninety (90) days or, if earlier, until the distributioncontemplated in the registration statement has been completed;
 (iv) prepare and file with the SEC such amendments andsupplements to such registration statement and the prospectusused in connection with such registration statement as may bereasonably necessary to comply with the provisions of the 1933Act with respect to the disposition of all securities covered bysuch registration statement;
 (v) furnish to each Stockholder such number of copies of aprospectus, including a prospectus subject to completion, inconformity with the requirements of the 1933 Act, and such otherdocuments as any Stockholder may reasonably request in order tofacilitate the lawful disposition of Registrable Shares owned byit;
 (vi) if necessary, register and qualify or file any noticesrelating to the securities covered by such registration statementunder such blue sky laws of such states as shall be reasonablyrequested by any Stockholder, provided that SFH shall not berequired in connection therewith or as a condition thereto (A) toqualify to do business or to file a general consent to service ofprocess in any such states or (B) to qualify as a dealer insecurities under the securities or blue sky laws of any state;
 (vii) notify the Stockholders at any time when a prospectusrelating to the offering is required to be delivered under the1933 Act or the happening of any event as a result of which theprospectus included in such registration statement, as then ineffect, includes an untrue statement of a material fact or omitsto state a material fact required to be stated therein ornecessary to make the statements therein not misleading in thelight of the circumstances then existing;
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 (viii) cause all such Registrable Shares registered pursuant hereto tobe listed on each securities exchange, if any, on whichRegistrable Shares issued by SFH are then listed; and
 (ix) provide a transfer agent and registrar for allRegistrable Share to be registered hereunder and a CUSIP numberfor such Registrable Shares in each case not later than theeffective date of such registration statement.    The Stockholder’s participation in any such demand registration shallnot require that he pay any portion of the registration expensesincurred by SFH but such Stockholder shall pay the proportional amountof all state and federal registration and filing fees and underwritingdiscounts and commissions applicable to Registrable Shares sold by itand fees and disbursements of any legal counsel or accountantsretained by such Stockholder.
     (d) Piggyback Registrations.
 (i) If SFH at any time proposes to register any of itssecurities under the 1933 Act (other than a registration on FormS-4 or S-8 or any successor or similar forms and other thanpursuant to Section 1(c)), it will each such time give promptwritten notice to the Stockholders of its intention to do so andof the Stockholder’s rights under this Section 1(d). Upon thewritten request of a Stockholder made within thirty (30) daysafter the receipt of the notice (which request shall specify theRegistrable Shares intended to be disposed of by the Stockholderand the intended method of disposition thereof), SFH will use itsbest efforts to effect the registration under the 1933 Act of allRegistrable Shares which SFH has been so requested to register bythe Stockholder, to the extent requisite to permit thedisposition (in accordance with the intended methods thereof asaforesaid) of the Registrable Shares so to be registered, byinclusion of such Registrable Shares in the registrationstatement and, in the case of an underwritten offering, theunderwriting which covers the securities which SFH proposes toregister; provided, however, that if, at any time after givingwritten notice of its intention to register any securities andprior to the effective date of the registration statement filedin connection with such registration, SFH shall determine for anyreason either not to register or to delay registration of suchsecurities, SFH may, at its election, give written notice of suchdetermination to the Stockholder and, upon the giving of suchnotice, (i) in the case of a determination not to register, shallbe relieved of its obligation to register any Registrable Sharesin connection with such registration (but shall pay all expensesof registration in connection therewith) and (ii) in the case ofa determination to delay registering, shall be permitted to delayregistering such other securities. No registration effected underthis Section 1(d) shall relieve SFH of its obligation to effectdemand registrations under Section 1(c). The Stockholder’sparticipation in any such piggyback registration shall notrequire that he pay any portion of the registration expensesincurred by SFH but such Stockholder shall pay the proportionalamount of all state and federal
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   registration and filing fees and underwriting discounts andcommissions applicable to Registrable Shares sold by it and feesand disbursements of any legal counsel or accountants retained bysuch Stockholder.
 (ii) If a registration pursuant to this Section 1(d)involves an underwritten offering of the securities so beingregistered to be distributed (on a firm commitment basis) by orthrough one or more underwriters of recognized standing underunderwriting terms appropriate for such a transaction, the rightof any Stockholder to registration pursuant to this Section 1(d)shall be conditioned upon such Stockholder’s participation insuch underwriting and the inclusion of such Stockholder’sRegistrable Shares in the underwriting to the extent providedherein. All Stockholders proposing to distribute their securitiesthrough such underwriting shall (together with SFH) enter into anunderwriting agreement in customary form with the underwriter orunderwriters selected for such underwriting by SFH. If anyStockholder disapproves of the terms of any such underwriting, hemay elect to withdraw therefrom by written notice to SFH and theunderwriter. Notwithstanding any other provision of this Section1(d), if the managing underwriter of such underwritten offeringshall inform SFH and each Stockholder (if any Registrable Sharesheld by the Stockholder have been requested to be included insuch underwritten offering) by letter of its belief that thedistribution of all or a specified number of the RegistrableShares requested to be included concurrently with the securitiesbeing distributed by such underwriters would interfere with thesuccessful marketing of the securities being distributed by suchunderwriters (such writing to state the basis of such belief andthe approximate number of the Registrable Shares requested to beincluded which may be distributed without such effect), then SFHmay, upon written notice to the affected Stockholders, reduce (ifand to the extent stated by such managing underwriter to benecessary to eliminate such effect) the number of RegistrableShares, if any, requested to be included so that the resultantaggregate number of the Registrable Shares requested to beincluded that will be included in such registration shall beequal to the number of shares stated in such managingunderwriter’s letter; provided, however, that the priority insuch registration shall be as follows: first, securities offeredfor the account of SFH and second the Registrable Shares soughtto be sold by the Stockholders on a proportional basis.
 (e) Transfer of Registration Rights. The registration rightscontained in this Section 1 may be transferred by a Stockholderprovided that SFH is given written notice thereof and providedfurther that the transfer (i) is in connection with a transfer of atleast twenty percent (20%) of the Stockholder’s Registrable Shares,or (ii) involves a transfer of at least one hundred thousand(100,000) Registrable Shares or (iii) is to owners of theStockholder, provided such owners agree to act through a singlerepresentative for purposes of this Section 1 and (iv) any assigneeagrees in writing to be bound by and subject to the terms andconditions of this Agreement.
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 (f) Deferral. SFH shall have the right to delay the filing of anyregistration statement under Section 1(c) for up to ninety (90)days, unless such registration statement is to be on Form S-3, inwhich event the filing of such registration statement may be delayedfor up to sixty (60) days.
 (g) Termination of Demand Registration Rights. The provisions ofSection 1(c) shall not apply to any Stockholder who is not an“affiliate” (as that term is used in SEC Rule 144) and who lawfullymay sell Registrable Shares to the public pursuant to SEC Rule 144without regard to the volume limitations contained therein. Furtherthe right of any Stockholder to demand registration or inclusion inany registration pursuant to this Section 1 shall terminate on thefifth anniversary of an initial public offering by SFH.
 (h) Information by Stockholders. The Stockholders whosesecurities are included in any registration shall furnish in writingto SFH such information regarding such Stockholders and thedistribution proposed by such Stockholders as SFH may reasonablyrequest and as shall be required in connection with anyregistration, qualification or compliance referred to in thisSection 1. SFH’s obligations under this Section 1 are conditionedupon compliance by such Stockholders with the provisions of thisSection 1(h).
2. Indemnification.
 (a) To the extent permitted by law, SFH will indemnify and holdharmless a Stockholder and each underwriter (as defined in the 1933Act) for a Stockholder, and each person, if any, who controls aStockholder, or such underwriter within the meaning of the 1933 Actor the 1934 Act, against any losses, claims, damages, or liabilities(or actions in respect thereof) insofar as such losses, claims,damages or liabilities arise out of or are based upon any of thefollowing statements, omissions or violations (collectively a“Violation”): (i) any untrue statement or alleged untrue statementof a material fact contained in the registration statement,including any prospectus subject to completion or final prospectuscontained therein or any amendments or supplements thereto, (ii) theomission or alleged omission to state therein a material factrequired to be stated therein, or necessary to make the statementstherein not misleading or (iii) any violation or alleged violationby SFH of the 1933 Act, the 1934 Act, any state securities laws orany rule or regulation promulgated under the 1933 Act, the 1934 Actor any state securities laws; and SFH will reimburse the affectedStockholder and each such underwriter or controlling person for anylegal or other expenses reasonably incurred by them in connectionwith investigating or defending any such loss, claim, damage,liability or action; provided, however, that the indemnity agreementcontained in this Section 2(a) shall not apply to amounts paid insettlement of any such loss, claim, damage. liability or action ifsuch settlement is effected without the consent of SFH (whichconsent shall not be unreasonably withheld or delayed), nor shallSFH be liable in any such case for any such loss, claim, damage,liability or action to the extent that it arises out of or is basedupon a Violation which arises out of or is based upon writteninformation
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   furnished expressly for use in connection with such registrationstatement by the relevant Stockholder, any such underwriter orcontrolling person.
 (b) To the extent permitted by law, each Stockholderparticipating in a registration will indemnify and hold harmlessSFH, each of its directors, each of its officers who has signed theregistration statement, each person, if any, who controls SFH withinthe meaning of the 1933 Act or the 1934 Act, legal counsel andaccountants for SFH, each underwriter and any controlling person ofany underwriter against any losses, claims, damages or liabilities(joint or several) to which any of the foregoing persons may becomesubject, under the 1933 Act, the 1934 Act or any state securitieslaws, insofar as such losses, claims, damages or liabilities (oractions in respect thereto) arise out of or are based upon anyViolation, in each case to the extent (and only to the extent) thatsuch Violation arises out of or is based upon written informationfurnished by the relevant Stockholder expressly for use inconnection with such registration; and the relevant Stockholder willreimburse any person intended to be indemnified pursuant to thisSection 2(b), for any legal or other expenses reasonably incurred bysuch person in connection with investigating or defending any suchloss, claim, damage, liability or action; provided, however, thatthe indemnity agreement contained in this Section 2(b) shall notapply to amounts paid in settlement of any such loss, claim, damage,liability or action if such settlement is effected without theconsent of the relevant Stockholder (which consent shall not beunreasonably withheld or delayed) provided, that, in no event shallany indemnity under this Section 2(b) exceed the net proceeds fromthe offering received by the relevant Stockholder.
 (c) Promptly after receipt by an indemnified party under thisSection 2 of a third party claim or notice of the commencement ofany action (including any governmental action), such indemnifiedparty will, if a claim in respect thereof is to be made against anyindemnifying party under this Section 2, deliver to the indemnifyingparty a written notice thereof and the indemnifying party shall havethe right to participate in and, to the extent the indemnifyingparty so desires, jointly with any other indemnifying partysimilarly notified, to assume the defense thereof with counselmutually satisfactory to the indemnifying parties; provided,however, that an indemnified party (together with all otherindemnified parties which may be represented without conflict by onecounsel) shall have the right to retain one separate counsel, withthe fees and expenses to be paid by the indemnifying party, ifrepresentation of such indemnified party by the counsel retained bythe indemnifying party would be inappropriate due to actual orpotential differing interests between such indemnified party and anyother party represented by such counsel in such proceeding. Thefailure to deliver written notice to the indemnifying party within areasonable time of the commencement of any such action, ifmaterially prejudicial to its ability to defend such action, shallrelieve such indemnifying party of any liability to the indemnifiedparty under this Section 2, but the omission so to deliver writtennotice to the indemnifying party will not relieve it of anyliability that it may have to any indemnified party otherwise thanunder this Section 2.
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 (d) The indemnifying party shall advance the expenses of theindemnified party as they are incurred, provided that theindemnified party shall give the indemnifying party an undertakingto reimburse the indemnifying party for any amounts so advancedshould it be determined that indemnification is not available underthis Section 2.
 (e) If the indemnification provided for in this Section 2 is heldby a court of competent jurisdiction to be unavailable to anindemnified party with respect to any loss, liability, claim, damageor expense referred to herein, then the indemnifying party, in lieuof indemnifying such indemnified party hereunder, shall contributeto the amount paid or payable by such indemnified party as a resultof such loss, liability, claim, damage or expense in such proportionas is appropriate to reflect the relative fault of the indemnifyingparty on the one hand and of the indemnified party on the other inconnection with the statements, omissions or Violations thatresulted in such loss, liability, claim, damage or expense as wellas any other relevant equitable considerations. The relative faultof the indemnifying party and of the indemnified party shall bedetermined by reference to, among other things, whether the untrueor alleged untrue statement of a material fact or the omission tostate a material fact or the Violation relates to informationsupplied by the indemnifying party or by the indemnified party andthe parties’ relative intent, knowledge, access to information, andopportunity to correct or prevent such statement, omission orViolation. In no event shall the amount of contribution of aStockholder exceed the net proceeds to the Stockholder from theoffering.
 (f) Notwithstanding the foregoing, to the extent that theprovisions on indemnification and contribution contained in theunderwriting agreement entered into in connection with anunderwritten public offering are in conflict with the foregoingprovisions, the provisions in the underwriting agreement shallcontrol.
 (g) The obligations of SFH and the Stockholder(s) under thisSection 2 shall survive the completion of any offering ofRegistrable Shares in a registration statement under Section 1, andotherwise.
3. Miscellaneous.
 (a) Scope of Agreement. All the provisions of this Agreementshall apply to all of the Registrable Shares of SFH now owned orwhich may be issued or transferred to any of the Stockholders, or totheir Permitted Transferees, or in consequence of any additionalissuance, purchase, exchange or reclassification of RegistrableShares, corporate reorganization, or any other form ofrecapitalization, consolidation, Merger, stock split or stockdividend, or which are acquired by any of the Stockholders orPermitted Transferees in any other manner.
 (b) Legal Costs. The losing party in any lawsuit to enforce therights of any party under this Agreement shall reimburse theprevailing party for all costs (including reasonable attorney’sfees) incurred in connection with such action.
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 (c) Amendment. This Agreement constitutes the completeunderstanding among the parties hereto. Any provision of thisAgreement may be amended, altered or modified with the writtenconsent of SFH and the owners of at least 80% of the RegistrableShares and without the consent of the other parties hereto.
 (d) Successors. All of the terms and provisions of this Agreementshall inure to the benefit of and be binding upon the heirs,successors, personal representatives and assigns of the partieshereto.
 (e) Governing Law. This Agreement shall be construed and enforcedin accordance with the laws of the State of New York, without regardto the rules of such State governing conflict of laws. TheStockholders and SFH agree to submit any claim, suit or proceedinghereunder to the jurisdiction of the courts of the State of Floridalocated in Sarasota County, and further consent to waive their rightto trial by jury in any such action.
 (f) Notice. All notices and other communications hereunder shallbe in writing and shall be delivered by hand or by mailing the sameby registered mail, return receipt requested, as follows: (i) if toSFH, to its then principal offices; and (ii) if to a Stockholder, tosuch Stockholder’s address as the same shall appear on the books ofSFH. Any notice shall be deemed given and received, if by hand, onthe date of delivery, and if by mail, on the date marked as the dateof receipt on the return receipt or the date of attempted deliveryif refused.
 (g) Assignment. Neither this Agreement nor any right orobligation hereunder is assignable in whole or in part by any partywithout the prior written consent of the other parties or unlessotherwise authorized by this Agreement; provided however that, aStockholder may assign its rights and obligations hereunder to afund managed by InvestLinc Group or an affiliate of InvestLincGroup.
 (h) Waiver. No failure or delay on the part of any party in theexercise of any power, right or privilege hereunder shall operate asa waiver thereof, nor shall any single or partial exercise of anysuch power, right or privilege preclude other or further exercisethereof or of any other right, power or privilege. All rights andremedies existing under this Agreement are cumulative to, and notexclusive of, any rights or remedies otherwise available.
 (i) Pronouns. Whenever pronouns are used herein, they shall beinterpreted in the neuter, masculine, feminine, singular or pluralas the context may require.
 (j) Term. This Agreement shall terminate upon the earlier of (i)completion of any liquidation and dissolution of SFH, (ii) the fifthanniversary of a registration of any class of equity securities ofSFH with the U.S. Securities and Exchange Commission, or (iii) aMerger.
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 (k) Counterparts. This Agreement may be executed in any number ofcounterparts, each of which shall be deemed to be an original, andall of which shall together constitute one and the same instrument.
 (l) Most Favored Nation. Stockholders shall receive the benefitof any more favorable agreement relating to the subject matterhereof made with any SFH stockholder such that Stockholder shall bein no materially less favorable position *vis a vis*such otherstockholders as it is on the date hereof.
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted as of the day and year first above written.           SinoFresh HealthCare, Inc. The Invest Linc Group, LLC           By: /s/ Andrew Badolato By: /s/ Craig Terrill               Andrew Badolato, President   Name: Craig Terrill         Title: CEO               Invest Linc Equity Fund II, Invest Linc Emerging Growth Equitya Nevada limited partnership Fund I, L.L.C.,    a Nevada limited liability company           By: /s/ Craig Terrill By: /s/ Craig Terrill               Name: Craig Terrill   Name: Craig Terrill     Title: General Partner   Title: Managing Member    
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