Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT is made as of May 4, 2006, by and among
ASPYRA, 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 May 4, 2006 (the "Purchase
Agreement"); and
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.
1
(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) USE COMMERCIAL REASONABLE EFFORTS TO PREPARE AND FILE WITH THE