Annex IV
to Stock Purchase
Agreement
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 4, 1997
(this "Agreement"), is made by and between QUADRAX CORPORATION, a
Delaware corporation (the "Company"), and the person named on the
signature page hereto (the "Initial Investor").
WITNESSETH:
WHEREAS, upon the terms and subject to the conditions of the Securities
Purchase Agreement, dated as August 4, 1997, between the Initial
Investor and the Company (the "Securities Purchase Agreement''), the
Company has agreed to issue and sell to the Initial Investor one or
more 8% Convertible Debentures of the Company (collectively the
"Debentures"), and warrants to purchase up to 700,000 shares of Common
Stock (which may be increased by an additional 300,000 shares upon certain
circumstances) which Debentures will be convertible into shares of the common
stock, $.000009 par value (the "Common Stock"), of the Company (the "Conversion
Shares") upon the terms and subject to the conditions of such Debentures, and
the Warrants will be exercisable for shares of Common Stock (the "Warrant
Shares"); and
WHEREAS, to induce the Initial Investor to execute and deliver the
Securities Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the "Securities Act"), with respect
to the Conversion Shares and Warrant Shares;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Company and the Initial Investor hereby agrees as follows:
1. Definitions.
(a) As used in this Agreement, the following terms shall have the
following meanings :
(i) "investor" means the Initial Investor and any permitted
transferee or assignee who agrees to become bound by the provisions of
this Agreement in accordance with Section 9 hereof.
(ii) "Register," "Registered," and "Registration" refer to a
registration effected by preparing and filing a Registration Statement
or Statements in compliance with the Securities
Act and pursuant to Rule 415 under the Securities Act or any successor
rule providing for offering securities on a continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such
Registration Statement by the United States Securities and Exchange
Commission (the "SEC").
(iii) "Registrable Securities" means the Conversion Shares and the
Warrant Shares .
(iv) "Registration Statement" means a registration statement of the
Company.
(b) As used in this Agreement, the term Investor includes (i) each
Investor (as defined above) and (ii) each person who is a permitted
transferee or assignee of the Registrable Securities pursuant to
Section 9 of this Agreement.
(c) Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Securities Purchase
Agreement.
2. Registration.
(a) Mandatory Registration. The Company shall prepare and file with
the SEC, no later than thirty (30) days following the initial Closing
Date under the Securities Purchase Agreement, either a Registration
Statement on Form S-3 registering for resale by the Investor a
sufficient number of shares of Common Stock for the Initial Investors
(or such lesser number as may be required by the SEC, but in no event
less than the number of shares into which the
Debentures would be convertible and the Warrants exercisable at the
time of filing of the Form S-3, or an amendment to any pending Company
Registration Statement on Form S-3, and such Registration Statement or
amended Registration Statement shall state that, in accordance with
Rule 416 and 457 under the Securities Act, it also covers such
indeterminate number of additional shares of Common Stock as may become
issuable upon conversion of the Debentures and the exercise of the
Warrants resulting from adjustment in the Conversion Price, or to
prevent dilution resulting from stock splits, or stock dividends). If
at any time the number of shares of Common Stock into which the
Debentures may be converted exceeds the aggregate number of shares of
Common Stock then registered, the Company shall, within ten (10)
business days after receipt of a written notice from any Investor,
either (i) amend the Registration Statement filed by the Company
pursuant to the preceding sentence, if such Registration Statement has
not been declared effective by the SEC at that time, to register all
shares of Common Stock into which the Debenture may be converted, or
(ii) if such Registration Statement has been declared effective by the
SEC at that time, file with the SEC an additional Registration
Statement on Form S-3 to register the shares of Common Stock into
which the Debenture may be converted that exceed the aggregate number
of shares of Common Stock already registered. If the staff of the SEC
determines that all of the Conversion Shares cannot be registered by
the Company for resale by the Investor because, in the view of the
staff, such registration would constitute a primary offering by the
Company, then the Company shall have an additional one hundred twenty
(120) days in which to amend such registration statement to another
available form.
Payments by the Company.
(i) If the Registration Statement covering the Registrable
Securities is not filed in proper form with the Securities and Exchange
Commission within thirty (30) days after the Closing, the Company will
make payment to the Initial Investor in the amount of $500 per day for
each $10,000 in principal amount of Debentures for each day thereafter
until such Registration Statement, in proper form, is filed with the
Securities and Exchange Commission.
(ii) If the Registration Statement covering the Registrable
Securities required to be filed by the Company pursuant to Section 2(a)
hereof is not effective by ninety (90) days following the initial
Closing Date (except as provided by the last sentence of section 2a),
then the Company will make payments to the Initial Investor in such
amounts and at such times as shall be determined pursuant to this
Section 2(b). The amount to be paid by the Company to the Initial
Investor shall be determined as of each Computation Date, and such
amount shall be equal to two and one-half (2 1/2) percent of the
purchase price paid by the Initial Investor for all Debentures then
purchased and outstanding pursuant to the Securities Purchase Agreement
for any period from the Initial Date to the first Computation Date, and
to each Computation Date thereafter, to the date the Registration
Statement is declared effective by the SEC (the "Periodic Amount"). The
full Periodic Amount shall be paid by the Company in immediately
available funds within three business days after each Computation Date.
Notwithstanding the foregoing, the amounts payable by the Company
pursuant to this provision shall not be payable to the extent any delay
in the effectiveness of the Registration Statement occurs because of
an act of, or a failure to act or to act timely by the Initial Investor
or its counsel, or in the event all of the Registrable Securities may
be sold pursuant to Rule 144 or another available exemption under the
Act.
As used in this Section 2(b), the following terms shall have the
following meanings:
"Computation Date" means the date which is ninety (90) days after the
initial Closing Date (except as provided by the last sentence of
section 2(a)), and, if the Registration Statement required to be filed
by the Company pursuant to Section 2(a) has not theretofore been
declared effective by the SEC, each date which is thirty (30) days
after the previous Computation Date pro rated for partial periods)
until such Registration Statement is so declared effective.
3. Obligations of the Company. In connection with the registration of the
Registrable Securities, the Company shall do each of the following.
(a) Prepare promptly, and file with the SEC by thirty (30) days
after the initial Closing Date, a Registration Statement with respect
to not less than the number of Registrable Securities provided in
Section 2(a), above, and thereafter use its best efforts to cause each
Registration Statement relating to Registrable Securities to become
effective on the earlier of (i)five days after notice from the
Securities and Exchange Commission that the Registration Statement may
be declared effective, or (b) ninety (90) days after the Closing Date,
and keep the Registration Statement effective at all times until the
earliest (the "Registration Period") of (i) the date that is two years
after the Closing Date (ii) the date when the Investors may sell all
Registrable Securities under Rule 144 or (iii) the date the Investors
no longer own any of the Registrable Securities, which Registration
Statement (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any untrue statement
of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading;
(b) Prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration
Statement and the prospectus used in connection with the Registration
Statement as may be necessary to keep the Registration effective at all
times during the Registration Period, and, during the Registration
Period, comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered
by the Registration Statement until such time as all of such
Registrable Securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as
setforth in the Registration Statement;
(c) The Company shall permit a single firm of counsel designated by
the Initial Investors to review the Registration Statement and all
amendments and supplements thereto a reasonable period of time prior
to their filing with the SEC, and not file any document in a form
to which such counsel reasonably objects.
(d) Furnish to each Investor whose Registrable Securities are included
in the Registration Statement and its legal counsel identified to the
Company, (i) promptly after the same is prepared and publicly
distributed, filed with the SEC, or received by the Company, one (1)
copy of the Registration Statement, each preliminary prospectus and
prospectus, and each amendment or supplement thereto, and (ii) such
number of copies of a prospectus, and all amendments and supplements
thereto and such other documents, as such Investor may reasonably
request in order to facilitate the disposition of the Registrable
Securities owned by such Investor;
(e) As promptly as practicable after becomirig aware of such event,
notify each Investor of the happening of any event of which the Company
has knowledge, as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a 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,
and use its best efforts promptly to prepare a supplement or amendment
to the Registration Statement or other appropriate filing with the SEC
to correct such untrue statement or omission, and deliver a number of
copies of such supplement or amendment to each Investor as such
Investor may reasonably request;
(f) As promptly as practicable after becoming aware of such event, notify
each Investor who holds Registrable Securities being sold
(or, in the event of an underwritten offering, the managing
underwriters) of the issuance by the SEC of a Notice of Effectiveness
or any notice of effectiveness or any stop order or other suspension
of the effectiveness of the Registration Statement at the earliest possible
time;
(g) Use its commercially reasonable efforts to secure designation of
all the Registrable Securities covered by the Registration Statement
as a National Association of Securities Dealers Automated Quotations
System ("NASDAQ") "Small Capitalization" within the
meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the quotation of the
Registrable Securities on the NASDAQ Small Cap Market; or if, despite
the Company's commercially reasonable efforts to satisfy the preceding
clause, the Company is unsuccessful in doing so, to secure NASDAQ/OTC
Bulletin Board authorization and quotation for such Registrable
Securities and, without limiting the generality of
the foregoing, to arrange for at least two market makers to register
with the National Association of Securities Dealers, Inc. ("NASD") as
such with respect to such Registrable Securities;
(h) Provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the effective
date of the Registration Statement;
(i) Cooperate with the Investors who hold Registrable Securities being
offered to facilitate the timely preparation and delivery of
certificates for the Registrable Securities to be offered pursuant to
the Registration Statement and enable such certificates for the
Registrable Securities to be in such denominations or amounts as the
case may be, as the Investors may reasonably request, and, within three
(3) business days after a Registration Statement which includes
Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with
copies to the Investors whose Registrable Securities are included in
such Registration Statement) an appropriate instruction and opinion of
such counsel; and
(j) Take all other reasonable actions necessary to expedite and
facilitate disposition by the Investor of the Registrable Securities
pursuant to the Registration Statement.
4. Obligations of the Investors, In connection with the
registration of the Registrable Securities, the Investors shall have
the following obligations:
(a) It shall be a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that
such Investor shall furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method
of disposition of the Registrable Securities held by it, as shall be
reasonably required to effect the registration of such Registrable
Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. At least five (5)
days prior to the first anticipated filing date of the Registration
Statement, the Company shall notify each Investor of the information
the Company requires from each such Investor (the "Requested
Information") if such Investor elects to have any of such Investor's
Registrable Securities included in the Registration Statement. If at
least two (2) business days prior to the filing date the Company has
not received the Requested Information from an Investor (a
"Non-Responsive Investor"), then the Company may file the Registration
Statement without including Registrable Securities of such
Non-Responsive Investor;
(b) Each Investor by such Investor's acceptance of the Registrable
Securities agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of the
Registration Statement hereunder, unless such Investor has notified the
Company in writing of such Investor's election to exclude all of such
Investor's Registrable Securities from the Registration Statement; and
(c) Each Investor agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section
3(e) or 3(f), above, such Investor will immediately discontinue
disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such investor's
receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(e) or 3(1) and, if so directed by the
Company, such Investor shall deliver to the Company (at the expense of
the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in such Investor's possession, of the
prospectus covering such Registrable Securities current at the time of
receipt of such notice.
5. Expenses of Registration. All reasonable expenses, other than
underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications pursuant to Section 3, but
including, without limitation, all registration, listing, and
qualifications fees, printers and accounting fees, the fees and
disbursements of counsel for the Company, shall be borne by the
Company.
6. Indemnification. In the event any Registrable Securities are
included in a Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Investor who holds such Registrable Securities, the
directors, if any, of such Investor, the officers, if any, of such
Investor, each person, if any, who controls any Investor within the
meaning of the Securities Act or the Exchange Act (each, an
"Indemnified Person"), against any losses, claims, damages, liabilities
or expenses (joint or several) incurred (collectively, "Claims") to
which any of them may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such Claims (or actions or
proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any of
the following statements, omissions or violations in the Registration
Statement, or any post-effective amendment thereof,
or any prospectus included therein: (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement or any post-effective amendment thereof or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the final prospectus
(as amended or supplemented, if the Company files any amendment thereof
or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements
made therein, in light of the circumstances under which the statements
therein were made, not
misleading or (iii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation under the Securities Act, the Exchange Act or
any state securities law (the matters in the foregoing clauses (i)
through (iii) being, collectively, "Violations"). The Company shall
reimburse the Investors, promptly as such expenses are incurred and are
due and payable, for any legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such
Claim. Notwithstanding
anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a) shall not (I) apply to a Claim
arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information furnished in writing to the Company
by or on behalf of any Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any
such amendment thereof or supplement thereto, if such prospectus was
timely made available by the Company pursuant to Section 30>) hereof;
(II) be available to the extent such Claim is based on a failure of the
Investor to deliver or cause to be delivered the prospectus made
available by the Company; or (III) apply to amounts paid in settlement
of any Claim if such
settlement is effected without the prior written consent of the
Company, which consent shall not be unreasonably withheld. Each
Investor will indemnify the Company and its officers, directors
and agents against any claims arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information
furnished in writing to the Company, by or on behalf of
such Investor, expressly for use in connection with the preparation of
the Registration Statement, subject to such limitations and conditions
as are applicable to the Indemnification provided by the
Company to this Section 6. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9.
(b) Promptly after receipt by an Indemnified Person or Indemnified
Party under this Section 6 of notice of the commencement of any action
(including any governmental action), such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made
against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other
indemnifying party
similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the reasonable fees
and expenses to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the indemnifying party,
the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be inappropriate due
to actual or potential differing interests between such Indemnified
Person or Indemnified Party and any other party represented by such
counsel in such proceeding. In such event, the Company shall pay for
only one separate legal counsel for the Investors; such legal counsel
shall be selected by the Investors holding a majority in interest of
the Registrable Securities included in the Registration Statement to
which the Claim relates. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any
such action shall not relieve such indemnifying party of any liability
to the Indemnified Person or Indemnified Party under this Section 6,
except to the extent that the Indemnifying party is prejudiced in its
ability to defend such action. The indemnification required by this
Section 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as such expense,
loss, damage or liability is incurred and is due and payable.
7. Contribution. To the extent any indemnification by an
indemnifying party is prohibited or limited by law, the indemnifying
party agrees to make the maximum contribution with respect to any
amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that (a) no
contribution shall be made under circumstances where the maker would
not have been liable for indemnification under the fault standards set
forth in Section 6; (b) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section Il(f) of
the Securities Act) shall be entitled to contribution from any seller
of Registrable Securities who was not guilty of such fraudulent
misrepresentation; and (c) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities
.
8. Reports under Exchange Act. With a view to making available to
the Investors the benefits of Rule 144 promulgated under the Securities
Act or any other similar rule or regulation of the SEC that may at any
time permit the Investors to sell securities of the
Company to the public without registration ("Rule 144"), the Company
agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the
Exchange Act; and
(c) furnish to each Investor so long as such Investor owns
Registrable Securities, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the
most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company and (iii) such other
information as may be reasonably requested to permit the Investors to
sell such securities pursuant to Rule 144 without registration.
9. Assignment of the Registration Rights. The rights to have the
Company register Registrable Securities pursuant to this Agreement
shall be automatically assigned by the Investors to any transferee of
the Registrable Securities (or all or any portion of any Debenture of
the Company which is convertible into such securities) only if: (a) the
Investor agrees in writing with the transferee or assignee to assign
such rights, and a copy of such agreement is furnished to the Company
within a reasonable time after such assignment, (b) the Company is,
within a reasonable time after such transfer or assignment, furnished
with written notice of (i) the name and address of such transferee or
assignee and (ii) the securities with respect to which such
registration rights are being transferred or assigned, (c) immediately
following such transfer or
assignment the further disposition of such securities by the transferee
or assignee is restricted under the Securities Act and applicable state
securities laws, and (d) at or before the time the
Company received the written notice contemplated by clause (b) of this
sentence the transferee or assignee agrees in writing with the Company
to be bound by all of the provisions contained herein.
In the event of any delay in filing or effectiveness of the
Registration Statement as a result of such assignment, the Company
shall not be liable for any damages arising from such delay, or the
payments set forth in Section 2(c) hereof.
10. Amendment of Registration Rights. Any provision of this Agreement
may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectiveiy), only with the written consent of the Company and
Investors who hold an eighty (80%) percent interest of the Registrable
Securities. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each Investor and the Company.
11. Miscellaneous.
(a) A person or entity is deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such
Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more persons or entities
with respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.
(b) Notices required or permitted to be given hereunder shall be
in writing and shall be deemed to be sufficiently given when personally
delivered (by hand, by courier, by telephone line facsimile
transmission, receipt confirmed, or other means) or sent by certified
mail, return receipt requested, properly addressed and with proper
postage pre-paid (i) if to the Company, QUADRAX CORPORATION, 000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx
00000 ATT: Xxxxx X. Xxxxxxx, with a copy to Xxxxxx Xxxxx, Esq., Xxxxxxx
Broker & Green, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; (ii)
if to the Initial Investor, at the address set forth under its name in
the Securities Purchase Agreement, with a copy to Xxxxxx Xxxxxxx, Esq.,
Xxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, XX 00000 and
(iii) if to any other Investor, at such address as such Investor shall
have provided in writing to the Company, or at such other address as
each such party furnishes by notice given in accordance with this
Section Il(b), and shall be effective, when personally delivered, upon
receipt and, when so sent
by certified mail, four (4) calendar days after deposit with the United
states Postal Service.
(c) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.
(d) This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York. Each of the parties
consents to the jurisdiction of the federal courts whose districts
encompass any part of the City of New York or the state courts of the
State of New York sitting in the City of New York in connection with
any dispute arising under this Agreement and hereby waives, to the
maximum extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such proceeding
in such jurisdictions. A facsimile transmission of this signed
Agreement shall be legal and binding on all parties hereto. This
Agreement may be signed in one or more counterparts, each of which
shall be deemed an original. The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect. the validity or enforceability
of the remainder of this Agreement or the validity or enforceability
of this Agreement in any other jurisdiction. This Agreement may be
amended only by an instrument in writing signed by the party to be
charged with enforcement. This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to
the subject matter hereof.
(e) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof. There are
no restrictions, promises, warranties or undertakings, other than those
set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to
the subject matter hereof.
(f) Subject to the requirements of Section 9 hereof, this
Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.
(g) All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may
require.
(h) The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning
thereof.
(i) This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed
by a party, may be delivered to the other party hereto by telephone
line facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.
(j) The Company acknowledges that any failure by the Company to
perform its obligations under Section 3(a), or any delay in such
performance could result in to the Investors and the Company agrees
that, in addition to any other liability of the company may have by
reason of any such failure or delay, the Company shall be liable for
all direct damages caused by any such failure or delay, unless same is
the result of force majeure. Neither party shall be liable for
consequential damages.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS THEREOF, the parties have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized as of
the day and year first above written.
QUADRAX CORPORATION
By: /S/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: CEO
SOVERIGN PARTNERS. L.P.
By: Southridge Capital Management, LLC
BY: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title Pres. SCM, LLC
