Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT is made as of August 18, 2005, by and among
CREATIVE COMPUTER APPLICATIONS, INC., a California corporation (the "Company"),
with headquarters located at 26115-A Mureau Road, Calabasas, California 91302,
and the purchasers (collectively, the "Purchasers" and each a "Purchaser") set
forth on Schedule 1 hereof, with regard to the following:
RECITALS
WHEREAS, the Company and the Purchasers are parties to that certain Common Stock
and Warrant Purchase Agreement dated as of August 18, 2005 (the "Purchase
Agreement");
WHEREAS, as a condition of the obligations of, and an inducement to, the parties
to consummate the purchase by the Purchasers of the Common Shares and Warrants
(each as defined in the Purchase Agreement), contemplated by the Purchase
Agreement, this Agreement shall be executed and delivered;
NOW, THEREFORE, in consideration of their respective promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Purchasers hereby agree as follows:
Any capitalized terms not defined herein shall have the meaning set forth in the
Purchase Agreement.
ARTICLE I.
REGISTRATION OF SHARES; COMPLIANCE WITH THE SECURITIES ACT
SECTION 1.1
REGISTRATION PROCEDURES AND EXPENSES.
THE COMPANY
SHALL:
(A)
SUBJECT TO RECEIPT OF NECESSARY INFORMATION FROM THE PURCHASERS, INCLUDING
ALL INFORMATION REQUESTED BY SCHEDULE 2 HEREOF, USE COMMERCIAL REASONABLE
EFFORTS TO PREPARE AND FILE WITH THE SEC, WITHIN SIXTY (60) DAYS AFTER THE
CLOSING OF THE PURCHASE AGREEMENT, A REGISTRATION STATEMENT (THE "REGISTRATION
STATEMENT") ON FORM S-3 (OR, IF FORM S-3 IS NOT THEN AVAILABLE TO THE COMPANY,
ON SUCH APPROPRIATE FORM AS IS THEN AVAILABLE TO THE COMPANY) TO ENABLE THE
RESALE OF THE REGISTRABLE SHARES BY THE PURCHASERS ON A DELAYED OR CONTINUOUS
BASIS UNDER RULE 415 OF THE SECURITIES ACT.
"REGISTRABLE SHARES" MEANS (A) EACH
COMMON SHARE AND (B) EACH WARRANT SHARE UNTIL THE EARLIER OF: (1) THE DATE ON
WHICH SUCH SHARE HAS BEEN RESOLD OR OTHERWISE TRANSFERRED PURSUANT TO THE
REGISTRATION STATEMENT; (2) THE DATE ON WHICH SUCH SHARE IS TRANSFERRED IN
COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT OR MAY BE SOLD OR TRANSFERRED
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (OR ANY OTHER SIMILAR PROVISIONS
THEN IN FORCE) WITHOUT ANY VOLUME OR MANNER OF SALE RESTRICTIONS THEREUNDER; OR
(3) THE DATE ON WHICH SUCH SHARE CEASES TO BE OUTSTANDING (WHETHER AS A RESULT
OF REDEMPTION, REPURCHASE AND CANCELLATION OR OTHERWISE).
PRIOR TO THE FILING
OF THE REGISTRATION STATEMENT, THE COMPANY WILL PROVIDE TO EACH PURCHASER A COPY
OF THE "SELLING SHAREHOLDER" SECTION FOR THEIR REVIEW, AND IF NO COMMENTS ARE
RECEIVED WITHIN THREE (3) DAYS OF DELIVERY OF THIS SECTION, THEN IT WILL BE
DEEMED APPROVED.
(B)
USE COMMERCIAL REASONABLE EFFORTS, SUBJECT TO RECEIPT OF NECESSARY
INFORMATION FROM THE PURCHASERS, INCLUDING THE REGISTRATION STATEMENT
QUESTIONNAIRE, TO CAUSE THE REGISTRATION STATEMENT TO BECOME EFFECTIVE WITHIN
120 DAYS OF THE CLOSING OF THE PURCHASE AGREEMENT (THE "EFFECTIVE DATE
DEADLINE").
(C)
SE COMMERCIAL REASONABLE EFFORTS TO PREPARE AND FILE WITH THE