EXHIBIT 99.2
INVESTOR RIGHTS AGREEMENT
THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into
as of
June 18, 2008,
by and between
Environmental
Service Professionals, Inc., a
Nevada corporation
(the "Company"), and International Media Fund (IMF), a
Delaware corporation
(the "Investor") and purchaser of units
(the "Units") of
the Company's securities pursuant to a Stock Purchase Agreement
dated as of June
18, 2008 (the "Purchase Agreement"), with respect to the following
facts:
RECITALS
WHEREAS, pursuant to
the terms of the Purchase Agreement, the Company
proposes to sell and issue shares of the Company's common stock (the "Shares")
and warrants (the
"Warrants") to
purchase additional
shares of the
Company's
common stock (the Shares and Warrants referred to collectively as the "Units")
to the Investors; and
WHEREAS, as a
condition of entering into the Purchase Agreement, the
Investors have requested that the Company extend to them
registration rights and
other rights as set forth below.
NOW, THEREFORE,
in
consideration
of the mutual promises,
representations,
warranties, covenants
and conditions set forth in this
Agreement and in the Purchase Agreement, the parties mutually agree
as follows:
SECTION 1.
GENERAL
1.1 DEFINITIONS. As
used in this Agreement, the following terms shall
have the following respective meanings:
(A) "AGREEMENT"
has the meaning set
forth in the Preamble of
this Agreement.
(B) "CLOSING"
means
the closing of the transactions
contemplated by the Purchase Agreement.
(C) "COMMON STOCK"
means the common
stock, par value
$0.001
per share, of the Company.
(D) "COMPANY"
has the meaning
set forth in the
Preamble of
this Agreement.
(E)
"EFFECTIVENESS
DATE" means,
with
respect to the
Registration Statement
required to be filed
hereunder, the earlier
of (a) one
hundred eighty (180)
days following
the Closing or two
hundred ten (210) days
following the
Closing in the event of a full review of the Registration
Statement by the SEC, and (b) the fifth trading day following the date on
which
the Company is notified by the SEC that the Registration Statement will not be
reviewed or is no longer subject to further review and
comments.
(F) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.
-1-
<PAGE>
(G) "FINAL PROSPECTUS"
has the meaning set forth in Section
2.5(d) of this Agreement.
(H) "FORM SB-2" means such form under the Securities Act as in
effect on the
date hereof or any successor registration form under the
Securities Act
subsequently
adopted by the SEC which permits inclusion or
incorporation of
substantial
information by reference to other documents filed
by the Company with the SEC.
(I) "HOLDER" means any
person owning of
record or having the
right to acquire Registrable Securities.
(J) "INVESTOR"
has the meaning set
forth in the Preamble
of
this Agreement.
(K) "PURCHASE
AGREEMENT"
has the meaning set forth in the
Preamble of this Agreement.
(L) "REGISTER,"
"REGISTERED," and
"REGISTRATION" refer
to a
registration effected
by preparing and filing a registration statement in
compliance with
the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.
(M) "REGISTRABLE
SECURITIES" means (i) the 70% of the Shares;
(ii) all shares of Common Stock of the Company issuable upon the
exercise of the
Warrants; and (iii)
any Common Stock of the Company issued as (or issuable upon
the conversion
or exercise of any
warrant, right or
other security
which is
issued as) a dividend or other distribution with respect to, or
in exchange for
or in replacement of, 70% of the Shares or any of the Warrants.
Notwithstanding
the foregoing, Registrable Securities shall not include any
securities sold by a
person to the public pursuant to an effective registration
statement or Rule 144
or sold in a private
transaction in which the transferor's rights under Section
2 of this Agreement are not assigned.
(N) "REGISTRABLE
SECURITIES THEN
OUTSTANDING"
shall be the
number of shares
determined by
calculating
the total number of
shares of the
Company's Common Stock
that are Registrable
Securities and either (i) are then
issued and outstanding
or (ii) are issuable
pursuant to then
exercisable
or
convertible securities.
(O) "REGISTRATION
EXPENSES" shall mean
all expenses incurred
by the Company in complying with Sections 2 hereof, including, without
limitation, all
registration
and filing
fees, printing expenses, fees and
disbursements of
counsel for the
Company, blue sky fees
and expenses and
the
expense of any special audits incident to or required by any
such registration
(but excluding the compensation of regular employees of the Company which
shall
be paid in any event by the Company).
(P) "REGISTRATION STATEMENT" means the registration statements
required to be filed
hereunder,
including (in each case) the prospectus,
amendments and
supplements
to the registration statement or prospectus,
including pre- and
post-effective
amendments, all
exhibits thereto,
and all
material incorporated
by reference or deemed to be incorporated by reference in
the registration statement.
-2-
<PAGE>
(Q) "RULE 415" means Rule 415 promulgated by the SEC
pursuant
to the Securities
Act, as such Rule may
be amended from time
to time, or any
similar rule or regulation hereafter adopted by the SEC having
substantially the
same purpose and effect as such Rule.
(R) "RULE 424" means Rule 424 promulgated by the SEC
pursuant
to the Securities
Act, as such Rule may
be amended from time
to time, or any
similar rule or regulation hereafter adopted by the SEC having
substantially the
same purpose and effect as such Rule.
(S) "SEC" means the Securities and Exchange Commission.
(T) "SECURITIES"
has the meaning set
forth in Section 4.1 of
this Agreement.
(U) "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
(V) "SELLING EXPENSES"
shall mean all underwriting discounts
and selling commissions applicable to the sale and any legal fees
of counsel for
the Holders not included in the definition of "Registration
Expenses."
(W) "SHARES" has the meaning set forth in the Preamble of this
Agreement.
(X) "VIOLATION" has the meaning set forth in Section 2.5(a) of
this Agreement.
SECTION 2.
REGISTRATION; RESTRICTIONS ON TRANSFER
2.1
RESTRICTIONS ON TRANSFER.
(A) Each Holder agrees not to make any disposition of all or
any portion of the Shares or Registrable Securities, except in
strict accordance
with Rule 144 of the Securities Act, unless and until:
(I) The Registration
Statement is in effect and such
disposition is made in accordance with the Registration Statement;
or
(II) (A) The
transferee has agreed
in writing to be
bound by the terms of this Agreement, (B) such Holder shall have
notified the
Company of the proposed disposition and shall have
furnished the Company with a
detailed statement of
the circumstances
surrounding the proposed disposition,
and (C) if reasonably requested by the Company, such Holder shall
have furnished
the Company with an opinion of counsel, reasonably satisfactory to the
Company,
that such disposition
will not require
registration
of such shares under
the
Securities Act.
(III) Notwithstanding
the provisions of paragraphs
(i) and (ii) above, no such registration statement or opinion of counsel
shall
be necessary for a transfer by a Holder to any of its affiliates;
provided that
in each case the
transferee will be
subject to the terms of this Agreement to
the same extent as if the transferee were an original Holder
hereunder.
(B) Each certificate representing Shares or Registrable
Securities shall
(unless otherwise permitted by the provisions of this
Agreement) be stamped or otherwise imprinted with a legend
substantially similar
-3-
<PAGE>
to the following (in
addition to any legend
required under
applicable
state
securities laws):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON SALE AND OTHER PROVISIONS AS SET FORTH
IN THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED
AS OF DECEMBER
10, 2007, BY AND AMONG THE COMPANY, THE
REGISTERED OWNER
OF THIS CERTIFICATE AND CERTAIN OTHER
SHAREHOLDERS OF THE COMPANY, A COPY OF WHICH IS AVAILABLE
FOR
INSPECTION AT THE OFFICES OF THE SECRETARY OF THE COMPANY."
(C) The Company shall be obligated to reissue promptly
unlegended certificates at the request of any holder thereof if the
holder shall
have obtained
an opinion of counsel (which counsel may be counsel to the
Company) reasonably
acceptable to the Company to the effect that the securities
proposed to be disposed of may lawfully be so disposed of without
registration,
qualification or legend.
(D) Any legend endorsed on an instrument pursuant to
applicable state securities laws and the stop-transfer instructions
with respect
to such securities
shall be removed upon
receipt by the Company of an order of
the appropriate blue sky authority authorizing such removal.
2.2 REGISTRATION. Within sixty (60) days after the Closing, the
Company
shall prepare and file with the SEC, and in accordance with the Securities Act
and all applicable regulations promulgated thereunder, a Registration Statement
covering the
resale of all of the
Registrable
Securities.
The Registration
Statement required hereunder shall be on Form SB-2 (except if the
Company is not
then eligible to register for resale the Registrable Securities on
Form SB-2, in
which case the Registration shall be on another appropriate form in accordance
herewith). The Company shall use all reasonable efforts to have the
Registration
Statement declared effective by the SEC by the Effective Date.
2.3 EXPENSES OF REGISTRATION. Except as specifically
provided herein,
all Registration
Expenses
incurred in connection with any registration,
qualification or
compliance
pursuant to Section 2.2 shall be borne by the
Company. All Selling
Expenses incurred in connection
with any registrations
hereunder, shall be
borne by the holders of the securities so registered PRO
RATA on the basis of the number of shares so registered.
2.4 OBLIGATIONS OF THE COMPANY. The Company shall, as
expeditiously as
reasonably possible:
(A) Use all reasonable
efforts to cause the Registration
Statement to become effective and keep the Registration
Statement effective
for
up to ninety (90) days
or, if earlier, until the Holder or Holders have
completed the distribution related thereto (the "Effectiveness Period"). The
-4-
<PAGE>
Company shall not be required to file, cause to become effective or
maintain the
effectiveness of an
