Exhibit 10.4
ASPYRA, INC.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT is made as of March 26, 2008, by and among
ASPYRA, INC., a California corporation (the "Company" or "Issuer"), with
headquarters located at 26115-A Mureau Road, Calabasas, California 91302, and
the purchasers (collectively, the "Purchasers" and each a "Purchaser") who are
parties to that certain Securities Purchase Agreement dated as of March 26, 2008
(the "Purchase Agreement"), with regard to the following:
RECITALS
WHEREAS, the Company and the Purchasers are parties to 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 Notes and
Warrants (each as defined in the Purchase Agreement), contemplated by the
Purchase Agreement, this Agreement will 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 will have the meaning
set forth in the Purchase Agreement.
ARTICLE I
COMPLIANCE WITH THE SECURITIES ACT; REGISTRATION OF SHARES;
SECTION 1.1
REGISTRATION PROCEDURES AND EXPENSES.
THE COMPANY WILL:
1.1.1
SUBJECT TO RECEIPT OF NECESSARY INFORMATION FROM EACH PURCHASER,
INCLUDING ALL INFORMATION SET FORTH IN SCHEDULE 1 ATTACHED HERETO, USE
COMMERCIALLY REASONABLE EFFORTS TO PREPARE AND FILE WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE "SEC"), WITHIN SIXTY (60) DAYS AFTER THE CLOSING (THE
"FILING DATE DEADLINE"), A REGISTRATION STATEMENT (THE "REGISTRATION STATEMENT")
ON FORM S-1 (OR SUCH APPROPRIATE FORM AS IS AVAILABLE TO THE COMPANY) TO ENABLE
THE RESALE OF ALL OF THE
SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION OF
THE NOTES AND EXERCISE OF
THE WARRANTS BY THE PURCHASERS AND THE PLACEMENT
AGENT UNDER THE PURCHASE AGREEMENT (COLLECTIVELY, THE "REGISTRABLE SHARES") ON A
DELAYED OR CONTINUOUS BASIS UNDER RULE 415 OF THE SECURITIES ACT UNTIL THE
EARLIER OF: (1) THE DATE ON WHICH ALL SUCH SHARES HAVE BEEN RESOLD OR OTHERWISE
TRANSFERRED PURSUANT TO THE REGISTRATION STATEMENT; (2) THE DATE ON WHICH ALL
SUCH SHARES ARE 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 (THE "RULE 144 ELIGIBILITY DATE"); OR (3) THE DATE ON
WHICH ALL SUCH SHARES CEASE TO BE OUTSTANDING
1
(WHETHER AS A RESULT OF REDEMPTION, REPURCHASE AND CANCELLATION OR OTHERWISE);
PROVIDED, HOWEVER, THAT, WITH RESPECT TO THE REGISTRATION STATEMENT TO BE FILED
PURSUANT TO THIS SECTION 1.1.1 (THE "INITIAL REGISTRATION STATEMENT") AND ANY
OTHER REGISTRATION STATEMENT, THE COMPANY WILL NOT BE LIABLE TO THE PURCHASERS
OR PLACEMENT AGENT FOR ANY LIQUIDATED DAMAGES FOR ANY EFFECTIVENESS FAILURE
PURSUANT TO SECTION 1.5 IF (A) SUCH EFFECTIVENESS FAILURE IS THE RESULT OF ANY
DELAY IN EFFECTIVENESS OF THE REGISTRATION STATEMENT RELATING TO THE SEC'S NOT
PERMITTING THE REGISTRATION UNDER RULE 415 OF