CUSIP No. 553358 10 2 Page 38 of 41 pages
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EXHIBIT 3
AMENDMENT TO
TRANSFER AND REGISTRATION AGREEMENT
THIS AMENDMENT, made as of this 5th day of June, 1997 by and between
United States Filter Corporation, a Delaware corporation ("USF"), and MPM
Technologies, Inc., a Washington corporation ("MPM").
WHEREAS, USF and MPM entered into that certain Asset Purchase Agreement
dated as of March 31, 1997 (the "Purchase Agreement") pursuant to which USF sold
the business and assets of its Huntington Environmental Systems division to MPM
in exchange for 1,320,000 shares of common stock, par value $0.001 per share, of
MPM (the "Company Common Stock"); and
WHEREAS, in connection with the closing of the transactions
contemplated by the Purchase Agreement, USF and MPM executed that certain
Transfer and Registration Agreement dated as of April 30, 1997 (the
"Registration Agreement"), pursuant to which, among other things, MPM granted to
USF certain registration rights with respect to shares of Series A Cumulative
Convertible Preferred Stock of MPM and shares of Common Stock of MPM issuable
upon conversion thereof; and
WHEREAS, the only series of capital stock of MPM that is authorized,
issued and outstanding is the Company Common Stock, and no other class of
capital stock of MPM, including Series A Cumulative Convertible Preferred Stock,
is authorized, issued or outstanding; and
WHEREAS, USF and MPM desire to have all of the rights and obligations
under the Registration Agreement apply to USF and MPM, as the case may be, with
respect to the 1,320,000 shares of Company Common Stock acquired by USF pursuant
to the Purchase Agreement.
CUSIP No. 553358 10 2 Page 39 of 41 pages
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, USF and MPM hereby agree as follows:
1. Incorporation of Recitals. The above recitals are incorporated herein
by reference and are made a part hereof to the same extent as if such recitals
were set forth herein.
2. Amendment of Registration Agreement.
(a) The definition of "Registrable Securities" in Section 1 of
the Registration Agreement is hereby deleted in its entirety and is replaced
with the following definition:
"Registrable Securities" shall mean the 1,320,000
shares of the common stock of the Company, par value
$0.001 per share, received by USF pursuant to that
certain Asset Purchase Agreement dated as of March 31,
1997 between USF and the Company (the "Purchase
Agreement"), as that number of shares shall be adjusted
for stock splits, stock dividends, combinations, mergers
or similar reorganizations or recapitalizations on or
after the date hereof; provided, however, that such
shares shall be treated as Registrable Securities only
if and so long as they have not been (A) sold to or
through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (B)
sold in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer
restrictions and restrictive legends with respect
thereto are removed upon the consummation of such sale.
(b) Each and every reference to "Series A Cumulative Preferred
Stock", "Series A Preferred Shares", "Common Stock issued or issuable upon
conversion of the Series A Preferred
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CUSIP No. 553358 10 2 Page 40 of 41 pages
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Shares", and other similar words or phrases that relate to the Series A
Cumulative Preferred Stock or the common stock issued or issuable upon
conversion thereof, shall be, and hereby is, deemed to be a reference to the
1,320,000 shares of Company Common Stock acquired by USF pursuant to the
Purchase Agreement, as that number of shares shall be adjusted for stock splits,
stock dividends, combinations, mergers or similar reorganizations or
recapitalizations on or after the date hereof.
(c) Section 8(a) is amended to insert the following language at the
end of the sixth line thereof following the beginning of the parenthetical
phrase "(or...":
... alleged untrue statement) of a material fact
contained in any...
(d) Section 11 shall be amended and restated in its entirety to
provide as follows:
11. STANDOFF AGREEMENT. Each Holder agrees in
connection with any registration of the Company's
securities occurring prior to the expiration of the
one-year holding period specified in Rule 144 that, upon
request of the Company or the underwriters managing any
underwritten offering of the Company's securities, not
to sell, make any short sale of, loan, grant any option
for the purchase of, or otherwise dispose of any
Registrable Securities (other than those included in the
registration), except in a private sale or transfer,
without the prior written consent of the Company or such
underwriters, as the case may be, for such period of
time (not to exceed 60 days) from the effective date of
such registration as may be requested by the Company or
such managing underwriters.
3. Miscellaneous. Except as expressly amended or modified by this
Amendment to Transfer and Registration Agreement, the terms and conditions of
the Registration Agreement shall remain unchanged.
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CUSIP No. 553358 10 2 Page 41 of 41 pages
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IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Transfer and Registration Agreement as of the date first above written.
UNITED STATES FILTER CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Title: Comptroller
MPM TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: President
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