Page 40 of 68 Pages
EXHIBIT F
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and
entered into as of this 19th day of June, 1997, by and between T/F PURIFINER,
INC., a Delaware corporation (the "Company"), and QUANTUM INDUSTRIAL PARTNERS
LDC, a Cayman Islands limited duration company (the "Investor").
This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of June 19, 1997, by and among the Company, the Investor and
the other signatories thereto (the "Securities Purchase Agreement"). In order to
induce the Investor to enter into the Securities Purchase Agreement, the Company
has agreed to provide registration rights with respect to (i) the shares of
common stock, par value $.001 per share (the "Common Stock"), of the Company
issued to the Investor pursuant to the Securities Purchase Agreement and (ii)
the shares of Common Stock issued or issuable upon exercise of the warrant
issued to the Investor pursuant to the Securities Purchase Agreement.
The parties hereby agree as follows:
1. Securities Subject to this Agreement
------------------------------------
The term "Registrable Securities" shall mean (i) shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), issued
and sold to the Investor pursuant to the Securities Purchase Agreement, (ii)
shares of Common Stock issuable upon exercise of the warrant (the "Warrant")
issued to the Investor pursuant to the Securities Purchase Agreement, that are
from time to time held by the Investor or any subsequent holder thereof
(together with the Investor, the "Holders") and (iii) shares of Common Stock
issued or issuable to the Holders by way of a dividend, stock split or other
distribution or in connection with a combination of shares, recapitalization,
merger, consolidation, reorganization or otherwise; provided, that such
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securities shall cease to be Registrable Securities when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (b) they shall cease to be
outstanding or (c) they are distributed to the public pursuant to Rule 144 (or
any similar provision then in effect) under the Securities Act.
2. Demand Registration
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(a) Request for Registration. At any time after the date hereof,
------------------------
the Holders of a majority of the Registrable Securities (the "Majority Holders")
may make a written request for registration under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to this Section 2 of all or part of its
Registrable Securities (a "Demand Registration"); provided, that the Company
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need effect only three (3) such Demand Registrations. Such request shall specify
the number of shares of Registrable Securities proposed to be sold and will also
specify the intended method of disposition thereof. Unless the Majority Holders
requesting such Demand Registration shall consent in writing, no other parties
(except other Holders) shall be permitted to offer securities under any such
Demand Registration.
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(b) Effective Registration and Expenses. A registration will not
------------------------------------
count as a Demand Registration until it has become effective. In any
registration initiated as a Demand Registration, the Company will pay all
Registration Expenses (as hereinafter defined) in connection therewith, whether
or not it becomes effective.
(c) Selection of Underwriters. If the Majority Holders requesting
-------------------------
a Demand Registration so elect, the offering of such Registrable Securities
pursuant to such Demand Registration shall be in the form of an underwritten
offering. If any Demand Registration is in the form of an underwritten offering,
the Majority Holders requesting such Demand Registration will select and obtain
the investment banker or investment bankers that will administer the offering.
3. Registration on Form S-3
------------------------
(a) Request for Registration. In addition to Demand
----------------------------
Registrations, at any time after the Company shall be eligible to register
securities under Form S-3 under the Securities Act, the Majority Holders may
make a written request for registration on Form S-3 (or any equivalent successor
form under the Securities Act) pursuant to this Section 3 of all or part of its
Registrable Securities (an "S-3 Demand Registration"); provided, that the
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Company need effect only two (2) such S-3 Demand Registrations in a calendar
year. Such request shall specify the number of shares of the issue of
Registrable Securities proposed to be sold and will also specify the intended
method of disposition thereof. Unless the Majority Holders requesting a S-3
Demand Registration shall consent in writing, no other parties (except other
Holders) shall be permitted to offer securities under any such S-3 Demand
Registration.
(b) Expenses. The Company will pay all Registration Expenses in
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connection with any S-3 Demand Registration.
(c) Selection of Underwriters. If the Majority Holders requesting
-------------------------
a Demand Registration so elects, the offering of such Registrable Securities
pursuant to such S-3 Demand Registration shall be in the form of an underwritten
offering. If any S-3 Demand Registration is in the form of an underwritten
offering, the Majority Holders requesting a Demand Registration will select and
obtain the investment banker or investment bankers that will administer the
offering.
4. Piggy-Back Registration
-----------------------
(a) Request for Registration. If the Company proposes to file a
-------------------------
registration statement under the Securities Act with respect to an offering for
its own account of any class of security (other than a registration statement on
Form S-4 or S-8 or successor forms thereto), then the Company shall in each case
give written notice of such proposed filing to each Holder at least twenty days
before the anticipated filing date, and such notice shall offer (except as
otherwise contemplated by Section 4(b)) each Holder the opportunity to register
(a "Piggy-Back Registration") such number of shares of Registrable Securities as
such Holder may request.
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(b) Priority on Piggy-Back Registrations. The Company shall use
-------------------------------------
its best efforts to cause the managing underwriter or underwriters of a proposed
underwritten offering to permit Registrable Securities of the Holders to include
such securities in such offering on the same terms and conditions as any similar
securities of the Company included therein. Notwithstanding the foregoing, if
the managing underwriter or underwriters of such offering delivers a written
opinion to the Holders that the inclusion of such Registrable Securities would
materially and adversely affect the success or offering price of, or materially
increase the consideration (including commissions) to be paid to the underwriter
in connection with, such offering, then the amount of securities to be offered
for the accounts of the Holders shall be reduced pro rata (or eliminated
entirely) to the extent necessary to reduce the total amount of securities to be
included in such offering to the amount recommended by such managing
underwriter; provided, that if securities similar to those represented by the
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Registrable Securities are being offered for the account of other Persons (as
defined herein) as well as the Company, such reduction shall not represent a
greater fraction of the number of securities intended to be offered by the
Holders than the fraction of similar reductions imposed on such other Persons
other than the Company over the amount of securities they intended to offer.
Unless a majority of the Holders registering Registrable Securities hereunder
shall consent in writing, no other parties (except the Company and the other
parties set forth on Schedule I hereto pursuant to registration rights granted
prior to the date hereof) shall be permitted to offer securities pursuant to
such Piggy-Back Registration.
(c) Expenses. The Company will pay all Registration Expenses in
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connection with any Piggy-Back registration.
5. Holdback Agreement
------------------
The Company agrees (i) not to effect any public sale or
distribution of any securities similar to those being registered, or any
securities convertible into or exchangeable or exercisable for such securities
(other than any such sale or distribution of such securities in connection with
any merger or consolidation by either the Company or any subsidiary thereof or
the acquisition by the Company or a subsidiary thereof of the capital stock or
all or substantially all of the assets of any other individual, corporation,
partnership, association, joint-stock company, trust, unincorporated
organization, government or subdivision thereof (each, a "Person") or in
connection with an employee stock option or benefit plan), during the 14 days
prior to, and during the 90-day period beginning on, the effective date of any
registration statement in which the Holders are participating or the
commencement of a public distribution of the Registrable Securities; and (ii)
that any agreement entered into after the date of this agreement pursuant to
which the Company issues or agrees to issue any securities similar to the
Registrable Securities (other than pursuant to an effective registration
statement) shall contain a provision under which any holders of at least one
percent (1%) of such securities agree not to effect any public sale or
distribution of any such securities during the periods described in (i) above,
in each case including a sale pursuant to Rule 144 under the Securities Act.
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6. Registration Procedures
-----------------------
Whenever any Holders have requested that any Registrable
Securities be registered pursuant to this Agreement, the Company will, within
ten (10) days of the receipt of such request, give written notice of such
request to all Holders and use its best efforts to effect the registration and
the sale of all Registrable Securities which all Holders request to be
registered under the Securities Act, as provided herein, and as expeditiously as
possible:
(a) prepare and file with the Securities and Exchange Commission
(the "Commission"), not later than 60 days after receipt of a request
to file a registration statement with respect to Registrable
Securities, a registration statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate
and which form shall be available for the sale of such issue of
Registrable Securities in accordance with the intended method of
distribution thereof, and use its best efforts to cause such
registration statement to become effective as promptly as practicable
thereafter; provided, that before filing a registration statement or
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prospectus or any amendments or supplements thereto, the Company will
(i) furnish to counsel selected by each seller of Registrable
Securities copies of all such documents proposed to be filed and (ii)
notify each seller of Registrable Securities of any stop order issued
or threatened by the Commission and take all actions required to
prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the Commission 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 not less than 120 days or such
shorter period which will terminate when all Registrable Securities
covered by such registration statement have been sold (but not before
the expiration of the applicable period referred to in Section 4(3) of
the Securities Act and Rule 174 thereunder, if applicable), 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 to be
included in a registration statement copies of such registration
statement as filed and each amendment and supplement thereto (in each
case including all exhibits thereto), the prospectus included in such
registration statement (including each preliminary prospectus) and
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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 as any seller reasonably requests and do any and all
other acts and things which may be necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller; provided, that the
Company will not be required to (i) qualify generally to do business
in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph (d), (ii) subject itself to taxation in
any such jurisdiction or (iii) consent to general service of process
in any such jurisdiction, but the Company will be required to consent
to service of process in actions arising out of or in connection with
the sale of the Registrable Securities or any violation of state
securities laws;
(e) use its best efforts to cause the Registrable Securities
covered by such registration statement to be registered with or
approved by any other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Company to
enable the seller or sellers thereof to consummate the disposition of
such Registrable Securities;
(f) notify each seller of such Registrable Securities at any time
when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of which
the prospectus included in such registration statement contains an
untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the
purchaser of such Registrable Securities, such prospectus will not
contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading;
(g) enter into customary agreements (including an underwriting
agreement in customary form) and take such other actions as are
required in order to expedite or facilitate the disposition of such
Registrable Securities;
(h) use its best efforts to obtain a comfort letter from the
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Company's independent public accountants in customary form and
covering such matters of the type customarily covered by comfort
letters with respect to offerings of such type as the Holders may
reasonably request;
(i) otherwise comply with all applicable rules and regulations of
the Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering a period of
twelve months, beginning within three months after the effective date
of the registration statement, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder; and
(j) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company
are then listed, provided that the applicable listing requirements are
satisfied.
The Company may require each seller of Registrable Securities as
to which any registration is being effected to furnish to the Company such
information regarding the distribution of such Registrable Securities as the
Company may from time to time reasonably request in writing.
Each seller of Registrable Securities agrees that, upon receipt
of any notice from the Company of the happening of any event of the kind
described in Section 6(f) hereof, the seller will forthwith discontinue
disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such seller's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 6(f) hereof,
and, if so directed by the Company, such seller will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies then in such
seller's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the Company shall extend the period during which such
registration statement shall be maintained effective pursuant to this Agreement
(including the period referred to in Section 6(b)) by the number of days during
the period from and including the date of the giving of such notice pursuant to
Section 6(f) hereof to and including the date when each seller of Registrable
Securities covered by such registration statement shall have received the copies
of the supplemented or amended prospectus contemplated by Section 6(f) hereof.
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7. Preparation; Reasonable Investigation.
-------------------------------------
In connection with the preparation and filing of each
registration statement under the Securities Act pursuant to this Agreement, the
Company will give each seller of Registrable Securities, their underwriters, if
any, and their respective counsel and accountants, the opportunity to
participate in the preparation of such registration statement, each prospectus
included therein or filed with the Commission, and each amendment thereof or
supplement thereto, and will give each of them such access to its books and
records and such opportunities to discuss the business of the Company with its
officers and the independent public accountants who have certified its financial
statements as shall be necessary, in the opinion of such sellers' and such
underwriters' respective counsel, to conduct a reasonable investigation within
the meaning of the Securities Act.
8. Registration Expenses
---------------------
All expenses incident to the Company's performance of or
compliance with this Agreement, including, without limitation, all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws (including fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), printing expenses, messenger and
delivery expenses, internal expenses (including, without limitation, all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), the fees and expenses incurred in connection with the
listing of the securities to be registered on each securities exchange on which
similar securities issued by the Company are then listed, and fees and
disbursements of counsel for the Company and their independent certified public
accountants (including the expenses of any special audit or "comfort" letters
required by or incident to such performance), securities acts liability
insurance (if the Company elects to obtain such insurance), the fees and
expenses of any special experts retained by the Company in connection with such
registration, fees and expenses of other Persons retained by the Company, fees
and expenses of one counsel (who shall be reasonably acceptable to the Company)
for the sellers of Registrable Securities incurred in connection with each
registration hereunder (but not including any underwriting discounts or
commissions attributable to the sale of Registrable Securities) and any
out-of-pocket expenses of the sellers of Registrable Securities (or the agents
who manage their accounts) (all such expenses being herein referred to as
"Registration Expenses"), will be borne by the Company.
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9. Indemnification; Contribution
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(a) Indemnification by the Company. The Company agrees to
---------------------------------
indemnify, to the full extent permitted by law, each seller of Registrable
Securities, its officers, directors and agents and each Person who controls such
seller (within the meaning of the Securities Act) against all losses, claims,
damages, liabilities and expenses (including reasonable fees and expenses of
counsel) ("Losses") caused by any untrue or alleged untrue statement of material
fact contained in any registration statement, prospectus or preliminary
prospectus or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in
case of a prospectus or preliminary prospectus, in light of the circumstances
under which they were made) not misleading, except insofar as the same are
caused by, contained in, or, with respect to any material omission, omitted from
any information with respect to such seller furnished in writing to the Company
by such seller expressly for use therein or by such seller's failure to deliver
a copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such seller with a
sufficient number of copies of the same. The Company will also indemnify any
underwriters of the Registrable Securities, their officers and directors and
each Person who controls such underwriters (within the meaning of the Securities
Act) to the same extent as provided above with respect to the indemnification of
the sellers of Registrable Securities.
(b) Indemnification by Seller of Registrable Securities. In
-------------------------------------------------------
connection with any registration statement in which a seller of Registrable
Securities is participating, each such seller will furnish to the Company in
writing such information with respect to such seller as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and agrees to indemnify, to the full extent permitted by law, the
Company, its directors and officers and each Person who controls the Company
(within the meaning of the Securities Act) against any Losses resulting from any
untrue or alleged untrue statement of a material fact or any omission or alleged
omission of a material fact required to be stated in the registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or necessary to make the statements therein (in the case of a prospectus
or preliminary prospectus, in the light of the circumstances under which they
were made) not misleading, to the extent, but only to the extent, that any
untrue statement is contained in information with respect to such seller
furnished in writing by such seller expressly for use therein. In no event shall
the liability of any seller of Registrable Securities hereunder be greater in
amount than the dollar amount of the proceeds received by such seller upon the
sale of such seller's Registrable Securities in connection with any registration
statement giving rise to such indemnification obligation.
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(c) Conduct of Indemnification Proceedings. Any Person entitled
---------------------------------------
to indemnification hereunder (each, an "Indemnified Party") agrees to give
prompt written notice to the indemnifying party (each, an "Indemnifying Party")
after the receipt by such Person of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof made in writing
for which such Person will claim indemnification or contribution pursuant to
this Agreement (but the failure to give such notice will not affect the right to
indemnification or contribution hereunder unless the Indemnifying Party is
materially prejudiced by such failure) and the Indemnifying Party shall assume
the defense thereof, including the employment of counsel reasonably satisfactory
to such Indemnified Party and payment of all reasonable fees and expenses
(regardless of whether it is ultimately determined that an Indemnified Party is
entitled to indemnification hereunder). Such Indemnified Party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless (i) the employment of such counsel
shall have been specifically authorized in writing by the Indemnifying Party,
(ii) the Indemnifying Party shall have failed to assume the defense and employ
counsel or (iii) the named parties to any such action (including any impleaded
parties) include both such Indemnified Party and the Indemnifying Party and such
Indemnified Party shall have been advised by such counsel that there may be one
or more legal defenses available to it which are different from or additional to
those available to the Indemnifying Party (in which case, the Indemnifying Party
shall not have the right to assume the defense of such action on behalf of such
Indemnified Party, it being understood, however, that the Indemnifying Party
shall not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all such Indemnified Parties, which firm shall be designated in writing by the
Indemnified Parties and that all such reasonable fees and expenses shall be
reimbursed as they are incurred). An Indemnifying Party shall not settle,
compromise or consent to the entry of any judgment in any proceeding without the
Indemnified Party's prior written consent, unless the terms of such settlement,
compromise or consent include an unconditional release of each Indemnified Party
from all liability or loss arising out of such proceeding.
(d) Contribution. If for any reason the indemnity provided for in
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this Section 9 is unavailable to, or is insufficient to hold harmless, an
Indemnified Party, then the Indemnifying Party shall contribute to the amount
paid or payable by the Indemnified Party as a result of such Losses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Indemnifying Party on the one hand and the Indemnified Party on the other or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, or provides a lesser sum to the Indemnified Party than the
amount hereinafter calculated, in such proportion as is appropriate to reflect
not only the relative benefits received by the Indemnifying Party on the one
hand and the Indemnified Party on the other but also the relative fault of the
Indemnifying Party and the Indemnified Party as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and
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Indemnified Parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Parties; and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the Losses referred to above shall be
deemed to include, subject to the limitations set forth in Section 9(c), any
legal or other fees or expenses reasonably incurred by such party in connection
with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 9(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.
If indemnification is available under this Section 9, the
Indemnifying Parties shall indemnify each Indemnified Party to the full extent
provided in Section 9(a) and (b) without regard to the relative fault of said
Indemnifying Party or Indemnified Party or any other equitable consideration
provided for in this Section 9(d).
10. Rule 144
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The Company covenants that it will file the reports required to
be filed by it under the Securities Act and the Securities Exchange Act of 1934,
as amended, and the rules and regulations adopted by the Commission thereunder.
Upon the request of any Holder, the Company will deliver to such Holder a
written statement as to whether it has complied with such requirements.
11. Miscellaneous
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(a) No Inconsistent Agreements. The Company will not hereafter
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enter into any agreement with respect to its securities which is inconsistent
with the rights granted to the Holders in this Agreement, including, without
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limitation, entering into any agreement which would permit the registration of
any securities to the exclusion of any portion of the Registrable Securities,
unless such exclusion is first waived in writing by the Holders, as the case may
be. Without limiting the generality of the foregoing, any registration rights
hereafter granted by the Company shall be subordinate to the registration rights
granted under this Agreement, and the Company shall obtain the written agreement
of each Person to whom such other registration rights may be granted or may
become available to such effect. The Company has not previously entered into any
agreement with respect to any of its securities granting any registration rights
to any Person.
(b) Remedies. Each Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive (to the extent permitted by law) the defense in any
action for specific performance that a remedy of law would be adequate.
(c) Notices. All notices, requests and other communications to
any part hereunder shall be in writing (including telecopy or similar writing)
and shall be effective upon receipt and shall be given, if to the Investor, to:
Quantum Industrial Partners LDC
c/o Curacao Corporation Company, N.V.
Kaya Flamboyan
Willemstad, Curacao
Netherlands, Antilles
Fax: 000-0-000-000
with a copy to:
Xxxxx Fund Management
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx
Fax: (000) 000-0000
and
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Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Fax: (000) 000-0000
If to the Company to:
T/F Purifiner, Inc.
0000 Xxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxx X.X. Xxxx
Fax: (000) 000-0000
with a copy to:
Atlas, Xxxxxxxx, Trop & Borkson, P.A.
New River Center - Suite 1900
000 Xxxx Xxx Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxx Xxxxxxxxx
Fax: (000) 000-0000
If to a Holder, at the most current address, with a copy to be sent to each
additional address given by such Holder to the Company in writing.
(d) Amendments: No Waivers.
----------------------
(i) Any provision of this Agreement may be amended or waived
if, and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by the Majority Holders and the Company, or
in the case of a waiver, by the party against whom the waiver is to be
effective.
(ii) No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by law;
(e) Successors and Assigns. The provisions of this Agreement
-----------------------
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
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or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto.
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(f) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
--------------
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(g) Counterparts; Effectiveness. This Agreement may be signed in
----------------------------
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
a counterpart hereof signed by the other parties hereto.
(h) Entire Agreement. This Agreement and the Securities Purchase
----------------
Agreement constitute the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior agreements, understandings and
negotiations, both written and oral, between the parties with respect to the
subject matter of this Agreement.
(i) Jurisdiction. Any suit, action or proceeding seeking to
------------
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby may be brought
against any of the parties in the courts of the State of New York in New York
City, or, if it has or can acquire jurisdiction, in the United States District
Court for the Southern District of New York, and each of the parties hereby
consents to the jurisdiction of such courts (and of the appropriate appellate
courts) in any such suit, action or proceeding and waives any objection to venue
laid therein. Process in any such suit, action or proceeding may be served on
any party anywhere in the world, whether within or without the State of New
York.
(j) Captions. The captions herein are included for convenience of
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reference only and shall be ignored in the construction or interpretation
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized signatories as of the day and
year first above written.
QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Attorney-in-fact
T/F PURIFINER, INC.
By: /s/ Xxxxx X.X. Xxxx
----------------------------------
Name: Xxxxx X.X. Xxxx
Title: President
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