EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
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REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of
__________
___, 2002, by and among HYDRON
TECHNOLOGIES, INC., a New York corporation (the
"Company"), and LIFE INTERNATIONAL
PRODUCTS, INC., a California corporation
("LIPI").
RECITALS:
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A.
Pursuant to that certain License Agreement dated as of
______________ (the "License Agreement")
between the Company and LIPI, the
Company will issue to LIPI _________shares
of its Common Stock and pursuant to
the License Agreement dated as of
__________ (the "License Agreement") between
the Company and LIPI.
B. The
Company desires to grant LIPI certain registration rights
with respect to the shares of Common Stock
issued under the License Agreement.
C.
Certain capitalized terms used herein are defined in Section 1
of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as
follows:
1. Definitions.
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"Agreement" has the meaning set forth in the first paragraph of
this
Agreement.
"Common Stock" means the Common Shares, par value $0.01 per share,
of
the Company. "Company" has the meaning set
forth in the first paragraph of this
Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"LIPI" has the meaning set forth in the first paragraph of this
Agreement.
"License Agreement" has the meaning set forth in Recital A to
this
Agreement.
"Long-Form Registration" means a registration statement
registering
securities under the Securities Act filed
on Form S-1 or any successor or
similar form.
"Person" means any individual, partnership, joint venture,
corporation,
limited liability company, trust, joint
stock company, unincorporated
organization or governmental entity, or any
department, agency or political
subdivision thereof.
"Piggy Back Registration" has the meaning set forth in Section
2(a)
hereof.
"Registrable Securities" means (i) any shares of Common Stock
issued or
issuable to LIPI pursuant to the License
Agreement or Option Agreement (whether
held by LIPI, or any of its successors or
assigns), and (ii) any shares of
capital stock of the Company issued or
issuable with respect to the securities
referred to in clause (i) by way of a stock
dividend or stock split or in
connection with a combination of shares,
recapitalization, merger, consolidation
or other reorganization. As to any
particular Registrable Securities, such
securities will cease to be Registrable
Securities when (x) they have been
distributed to the public pursuant to a
offering registered under the Securities
Act or sold to the public through a broker,
dealer or market maker in compliance
with Rule 144 under the Securities Act (or
any similar rule then in force) and
(y) the Registrable Securities held by a
holder of Registrable Securities may be
sold without registration pursuant to Rule
144 or any similar exemption
permitting the public resale of the
Registrable Securities without registration
under the Securities Act.
"Registration Expenses" has the meaning set forth in Section
5(a)
hereof.
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"Rule 144" means Rule 144 promulgated under the Securities Act (or
any
similar rule then in force).
"SEC" means the Securities and Exchange Commission, or any
successor
organization thereto performing similar
regulatory functions.
"Securities Act" means the Securities Act of 1933, as amended.
"Short-Form Registration" means a registration statement
registering
securities under the Securities Act filed
on Form S-3 or any successor or
similar forms providing for incorporation
by reference of information filed
pursuant to the Exchange Act.
"Termination Date" has the meaning set forth in Section 9(c)
hereof.
2. Piggyback
Registrations.
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(a) Right to Piggyback. Whenever the Company proposes to register
any
of its securities under the Securities Act
(other than pursuant to (i) a
registration in connection with the
issuance of shares by the Company in
connection with a merger, consolidation,
exchange offer or the acquisition of
all or substantially all of the assets of
the Company or (ii) a registration
solely in connection with the issuance of
shares pursuant to the Company's
employee benefit plans) and the
registration form to be used may be used for the
registration of Registrable Securities (a
"Piggyback Registration"), the Company
will give prompt written notice to all
holders of Registrable Securities of its
intention to effect such a registration and
will include in such registration
all Registrable Securities with respect to
which the Company has received
written requests for inclusion therein
within fifteen (15) days after the
receipt of the Company's notice.
(b) Piggyback Expenses. The Registration Expenses of the holders
of
Registrable Securities will be paid by the
Company in all Piggyback
Registrations.
(c) Priority on Primary Registrations. If a Piggyback Registration
is
an underwritten primary registration on
behalf of the Company, the Company will
include in such registration all
Registrable Securities requested to be included
in such registration; provided, however,
that if the managing underwriters
advise the Company in writing that in their
opinion the number of securities
requested to be included in such
registration exceeds the number which can be
sold in such offering without adversely
affecting the marketability of the
offering, the Company will include in such
registration (i) first, the
securities the Company proposes to sell,
(ii) second, the Registrable Securities
(and other securities with pari passu
registration rights) requested to be
included in such registration, pro rata
among the holders of such Registrable
Securities (and other securities with pari
passu registration rights) on the
basis of the number of shares of
Registrable Securities (and other securities
with pari passu registration rights) owned
by each holder of securities to be
registered in such offering and (iii)
third, other securities, if any, requested
to be included in such registration.
(d) Priority on Secondary Registrations. If a Piggyback
Registration is
an underwritten secondary registration on
behalf of holders of the Company's
securities, and the managing underwriters
advise the Company in writing that in
their opinion the number of securities
requested to be included in such
registration exceeds the number which can
be sold in such offering without
adversely affecting the marketability of
the offering, the Company will include
in such registration (i) first, the
securities requested to be included in such
registration by the holders requesting such
registration, (ii) second, the
Registrable Securities (and other
securities with pari passu registration
rights) requested to be included in such
registration, pro rata among the
holders of such Registrable Securities (and
other securities with pari passu
registration rights) on the basis of the
number of Registrable Securities (and
other securities with pari passu
registration rights) owned by each holder of
securities to be registered in such
offering, and (iii) third, other securities
requested to be included in such
registration not covered by clause (i) above.
3. Holdback
Agreements. Each holder of Registrable Securities agrees
not to effect any public sale or
distribution (including sales pursuant to Rule
144) of equity securities of the Company,
or any securities convertible into or
exchangeable or exercisable for such
securities, during the seven days prior to
and the one hundred eighty (180)-day period
beginning on the effective date of
any underwritten registration (except as
part of such underwritten
registration), unless the underwriters
managing the registered public offering
otherwise agree. Each holder of Registrable
Securities agrees to enter into an
agreement with the managing underwriters of
any underwritten registration in
which Registrable Securities are included
to the foregoing effect if required by
the managing underwriters.
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4. Registration
Procedures. Whenever the holders of Registrable
Securities have requested that any
Registrable Securities be registered pursuant
to this Agreement, the Company will use its
best efforts to effect the
registration and the sale of such
Registrable Securities in accordance with the
intended method of disposition thereof and
pursuant thereto the Company will as
expeditiously as possible:
(a) Prepare and file with the SEC a registration statement with
respect
to such Registrable Securities and use its
best efforts to cause such
registration statement to become effective,
and notify the holders of the
Registrable Securities covered by such
registration statement when such
registration statement has been declared
effective by the SEC;
(b) prepare and file with the SEC such amendments and supplements
to
such registration statement and the
prospectus used in connection therewith as
may be necessary to keep such registration
statement effective for a period of
(x) not less than one hundred eighty (180)
days, in the case of Long-Form
Registrations, and (y) two years, in the
case of Short-Form Registrations, or
(z) until all Registrable Securities
included in such registration statements
are sold, and comply with the provisions of
the Securities Act with respect to
the disposition of all securities covered
by such registration statement during
such period in accordance with the intended
methods of disposition by the
sellers thereof set forth in such
registration statement;
(c) furnish to each seller of Registrable Securities such number
of
copies of such registration statement, each
amendment and supplement thereto,
the prospectus included in such
registration statement (including each
preliminary prospectus) and such other
documents as such seller may reasonably
request in order to facilitate the
disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such
Registrable
Securities under such other securities or
blue sky laws of such jurisdictions,
if required in order to permit sale of such
Registrable Securities in such
jurisdictions, as any seller reasonably
requests and do an
