K ONE W ONE LTD. WAIVER AGREEMENT PureDepth, Inc.
Exhibit
10.21
K
ONE W ONE LTD.
1. Holder
Representations. K One W One Ltd, its successors and
assigns (the “Holder”) is the holder of (a) shares of Common Stock (“Common
Stock”) of the PureDepth, Inc. (the “Company”) and (b) warrants to purchase
shares of Common Stock (each such warrant, a “Warrant”)(collectively the Common
Stock and Warrants may be referred to as the “Securities”). The
Holder is the sole and lawful owner of all right, title and interest in and
to
each such Securities, and is duly authorized to enter into this Waiver Agreement
(the “Agreement”). This Agreement, when executed by the Holder, will
constitute a valid and binding obligation of the Holder enforceable in
accordance with its terms.
2. Agreement. For
consideration, the receipt and adequacy of which hereby is acknowledged,
the
Holder hereby agrees as follows:
(a) Waiver
of Registration Rights. The Holder hereby waives any and all
rights (whether pursuant to a subscription agreement, a warrant agreement
or any
other written or oral agreement with the Company) to obligate the Company
to (i)
register any securities of the Company held by the Holder as of the date
hereof,
including without limitation the Common Stock and any shares issued or issuable
upon exercise of any Warrants, or (ii) provide notice to the Holder or take
any
other action with respect to any registration of securities of the
Company.
(b) Except
as modified by this Agreement, all terms and conditions of the Warrants shall
remain in full force and effect.
2. Miscellaneous. This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Delaware without regard to its conflicts-of-law
provisions. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which taken together shall
constitute one and the same instrument. The provisions of this
Agreement shall extend to and be binding upon the legal successor and assigns
of
the parties hereto.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by each of them or their respective officers thereunto
duly authorized, all as of the dates set forth below (the latter of which
shall
be deemed the effective date of this Agreement).
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COMPANY:
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By:
/s/ Xxxxxxxx X. XxXxxxx
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Xxxxxxxx
X. XxXxxxx, Chief Financial Officer
Date: August
2, 2007
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HOLDER:
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K
One W One, Ltd.
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By:
/s/ Xxxxx Xxxx-Xxxxx
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Name:
Xxxxx
Xxxx-Xxxxx
Title:
Director
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Date: July
31, 2007
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