EXHIBIT 10.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT is made as of August 21, 2006, by and among
VUBOTICS, INC., a Nevada corporation (the "Company"), with headquarters located
at 5555 Glenridge Connector, Atlanta, Georgia 30342, 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 21, 2006 (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:
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 (THE "FILING DATE"), A REGISTRATION STATEMENT (THE
"REGISTRATION STATEMENT") ON FORM SB-2 (OR, IF FORM SB-2 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
1
comments are received within three (3) days of delivery of this section, then it
will be deemed approved.
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 90 DAYS OF THE
FILING DATE (120 DAYS IF THE REGISTRATION STATEMENT IS REVIEWED BY THE SEC) (THE
"EFFECTIVE DATE DEADLINE").
(C) USE COMMERCIAL