AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1, dated as of January 26, 1998, is 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") .
WHEREAS, the Company and the Investor entered into a Registration
Rights Agreement, dated as of June 19, 1997 (the "Registration Agreement");
WHEREAS, in order to induce the Investor to enter into those
transactions contemplated by that Note Purchase Agreement dated as of January
26, 1998 by and between the Company and the Investor (the "Note Purchase
Agreement") and that Note Exchange Agreement by and between the Company and the
Investor dated as of January 26, 1998 (the "Note Exchange Agreement"), the
Company has agreed to provide registration rights with respect to the shares of
common stock of the Company, par value $.001 per share (the "Common Stock"),
issuable upon exercise of the securities issued to the Investor pursuant to the
Note Purchase Agreement and the Note Exchange Agreement;
WHEREAS, the Company and the Investor desire to amend the Registration
Agreement in connection with the foregoing;
NOW, THEREFORE, the parties, intending to be legally bound, hereby
agree as follows:
1. Section 1 of the Registration Agreement is hereby amended and
restated in its entirety as follows:
'1. Securities Subject to this Agreement
The term "Registrable Securities" shall mean (i) shares of 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 (the "Warrant Holders"),
(iii) shares of Common Stock issuable upon the conversion of the 12%
Senior Subordinated Convertible Note in the aggregate principal amount
of $500,000 issued to the Investor pursuant to the Note Purchase
Agreement dated as of January 26, 1998 by and between the Company and
the Investor, that are from time to time held by the Investor or any
subsequent holder thereof (the "Note Holders"), (iv) shares of Common
Stock issuable upon the conversion of the 12% Senior Subordinated
Convertible Note in the aggregate principal amount of $2,000,000 issued
to the Investor pursuant to the Note Exchange Agreement dated as of
January 26, 1998 by and between the Company and the
Investor, that are from time to time held by the Investor or any
subsequent holder thereof (the "Exchange Note Holders"; and together
with the Warrant Holders and the Note Holders, the "Holders"), and (v)
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 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. Except as expressly amended hereby, the Registration Agreement, and
all rights and obligations of the Investor and the Company, thereunder, shall
remain in full force and effect. This amendment shall not, except as expressly
provided herein, be deemed to be a consent to any waiver or modification of any
other terms or provisions of the Registration Agreement.
3. This Amendment 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 Amendment shall become effective
when each party hereto shall have received a counterpart hereof signed by the
other parties hereto.
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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:______________________________
Name:
Title:
T/F PURIFINER, INC.
By:______________________________
Name:
Title:
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