REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") between BriteSmile,
Inc., a Utah corporation (the "Company"), and the several Purchasers
(collectively, the "Purchasers", and individually, a "Purchaser") under the
Stock Purchase Agreement referred to in Recital A and listed on Schedule A
thereto, is made and entered into as of June 3, 1999.
Recitals
A. The Company and the Purchasers have entered into a certain Stock
Purchase Agreement (the "Purchase Agreement") of even date with this Agreement,
pursuant to which each of the Purchasers has agreed to purchase and the Company
has agreed to sell to each Purchaser a specified number of shares of its Common
Stock, par value $.001 per share (the "Common Stock"), which shares (the
"Shares") are now restricted and not registered under the Securities Act of
1933, as amended (the "Securities Act"), or under the provisions of any state
securities law.
B. The Purchasers would not have executed and delivered the Purchase
Agreement unless the Company had simultaneously executed and delivered this
Agreement.
Agreement
In consideration of the representations, warranties and agreements of the
Purchasers and the Company set forth in this Agreement and the Purchase
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which the parties acknowledge by their signatures below, the
Company and the Purchasers agree as follows:
11. Piggyback Registrations.
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1.1 Participation. If at any time after 180 days from the date of
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this Agreement the Company proposes to file a registration statement under the
Securities Act covering proposed sales by it, or by LCO Investments, Inc. or any
successor thereto ("LCO") under that certain Registration Rights Agreement,
dated as of May 8, 1998, as amended as of December 2, 1998, of Shares of its
capital stock in a manner which would permit registration of Shares of Common
Stock for sale to the public (other than a registration statement (i) covering
only Shares issuable upon (a) the exercise of employee or consultant stock
options or pursuant to an employee stock purchase, dividend reinvestment or
similar plan, or (b) the exercise of a convertible security, or (ii) filed on
Form S-4 or S-8 or any similar form under the Act, the Company will give prompt
notice to the Purchasers of such proposed registration, which notice shall
describe the proposed filing date and the date by which the registration rights
granted pursuant to this Section 1 must be exercised, the nature and method of
any such sale or
disposition of securities and shall include a listing of the jurisdictions, if
any, in which the Company proposes to register or qualify the securities under
the applicable state securities or "Blue Sky" laws of such jurisdictions. Such
notice shall offer each Purchaser to include in such registration an amount of
Registrable Securities (as defined in Section 1.3) held by such Purchaser as it
may request, subject to Section 1.2 hereof, which request shall specify the
number of Registrable Securities proposed to be included in such registration by
such Purchaser (a "Participating Purchaser") and shall be given within thirty
(30) calendar days after the receipt of notice from the Company by such
Purchaser (a "Piggyback Registration"). The Company will use its best efforts to
cause all Shares as to which registration has been requested by the
Participating Purchasers to be included in such registration statement for sale
or disposition in accordance with the method described in the initial notice
given to the Participating Purchasers and subject to the same terms and
conditions as the other Shares of capital stock being sold, and thereafter shall
cause such registration statement to be filed and become effective; provided,
however, that the Company shall be permitted to withdraw the registration
statement for any reason in its sole and exclusive discretion and upon the
written notice of such decision to the Purchasers shall be relieved of all of
its obligations under this Section 1 with respect to that particular
registration.
1.2 Cutback. The Company shall cause all such Registrable Securities
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requested to be included by each such Participating Purchaser to be included in
such registration on the same terms and conditions as the securities otherwise
being sold in such registration; provided, however, that, if the offering of the
Shares in such registration is an underwritten offering, and the managing
underwriter of the offering determines that the inclusion of such Registrable
Securities, together with all other securities of the Company that are entitled
to registration rights and are proposed to be included in such offering, would
be materially detrimental to the offering of the remaining Shares of capital
stock, then the priority of the securities to be included in such registration
shall be (i) first, 100% of the securities that the Company proposes to sell,
(ii) second, the amount, if any, of securities proposed to be registered by LCO,
equal to 25% of the aggregate amount of securities remaining to be included in
such registration, if any, after giving effect to (i), and (iii) third, to the
extent any other securities may be included after giving effect to (i) and (ii),
Registrable Securities the Participating Purchasers propose to sell, with any
excess Registrable Securities to be excluded pro rata among the Participating
Purchasers based on the total number of Registrable Securities proposed to be
sold by all Participating Purchasers.
1.3 Registrable Securities shall mean the Shares and all shares of
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Common Stock issued or issuable upon conversion or exercise of any securities of
the Company, which may be issued or distributed with respect to, or in exchange
for, the Shares pursuant to a stock dividend, stock split or other distribution,
merger, consolidation, recapitalization or reclassification or otherwise, and
any securities of the Company which may be issued or distributed with respect
to, or in exchange for, any such Common Stock or such other securities pursuant
to a stock dividend, stock split or other distribution, merger, consolidation,
recapitalization or reclassification or otherwise; provided, however, that any
such Registrable Securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale of such
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Registrable Securities has been declared effective under the Securities Act and
such Registrable Securities have been disposed of in accordance with the plan of
distribution set forth in such registration statement, (ii) such Registrable
Securities are distributed pursuant to Rule 144 or Rule 144A (or any similar
provision then in force) under the Securities Act or (iii) such Registrable
Securities shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer under the Securities Act shall
have been delivered by the Company and they may be resold without subsequent
registration under the Securities Act; provided, further, however, that any
securities that have ceased to be Registrable Securities cannot thereafter
become Registrable Securities, and any security that is issued or distributed in
respect to securities that have ceased to be Registrable Securities are not
Registrable Securities.
2. Registration Procedures. If and whenever this Agreement contemplates
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that the Company will effect the registration under the Act of any Shares held
by the Purchasers, the Company shall:
2.1 Prepare and file with the Securities and Exchange Commission (the
"SEC") a registration statement on the appropriate form with respect to such
Shares and use its reasonable best efforts to cause such registration statement
to become and remain effective as provided herein, provided that before filing
any amendments or supplements to a registration statement or prospectus,
including documents incorporated by reference after the initial filing of the
registration statement, the Company will promptly furnish to the Purchasers and
the underwriters, if any, any information regarding such Purchasers individually
that is proposed to be included in any such document at least two business days
prior to the filing thereof, which will be subject to the reasonable review of
the Purchasers and underwriters, and the Company will not file any such
information to which the Purchasers or the underwriters, if any, shall
reasonably object;
2.2 Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith and
to take such other action as may be necessary to keep such registration
statement effective until the earlier of (i) the completion of the distribution
of Shares so registered, or (ii) expiration of the 120 day period following
immediately the effective date of such registration statement (at which time
unsold Shares may be deregistered), and otherwise comply with applicable
provisions of the Act and the rules and regulations promulgated under the Act;
2.3 Furnish to each Purchaser and its counsel, and to each
underwriter of the Shares to be sold by the Purchasers, without charge, such
number of copies of one or more preliminary prospectuses, any supplements
thereto and a final prospectus and any supplements thereto in conformity with
the requirements of the Act, and such other documents as the Purchasers or such
underwriter may reasonably request, in order to facilitate the public sale or
other disposition of such Shares;
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2.4 If, during any period in which, in the opinion of the Company's
counsel, a prospectus relating to the Shares is required to be delivered under
the Act in connection with any offer or sale contemplated by any registration
statement, any event known to the Company occurs as a result of which the
prospectus would include an untrue statement of material fact or omit to state
any material fact necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading, or if it is necessary
at any time to amend or supplement the related prospectus to comply with the
Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
the respective rules and regulations thereunder, to notify the Purchasers
promptly and to prepare and file with the SEC an amendment or supplement,
whether by filing such documents pursuant to the Act or the Exchange Act as may
be necessary to correct such untrue statement or omission or to make any
registration statement or the related prospectus comply with such requirements
and to furnish to each Purchaser and its counsel such amendment or supplement to
such registration statement or prospectus;
2.5 Timely to file with the SEC (i) any amendment or supplement to
any registration statement or to any related prospectus that is required by the
Act or the Exchange Act or requested by the SEC, and (ii) all documents (and any
amendments to previously filed documents) required to be filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act;
2.6 Within five days of filing with the SEC of (i) any amendment or
supplement to any registration statement, (ii) any amendment or supplement to
the related prospectus, or (iii) any document incorporated by reference in any
of the foregoing or any amendment of or supplement to any such incorporated
document, to furnish a copy thereof to the Purchasers;
2.7 To advise each Purchaser and its counsel promptly (i) when any
post-effective amendment to any registration statement becomes effective and
when any further amendment of or supplement to the prospectus shall be filed
with the SEC, (ii) of any request or proposed request by the SEC for an
amendment or supplement to any registration statement, to the related
prospectus, to any document incorporated by reference in any of the foregoing or
for any additional information, (iii) of the issuance by the SEC of any stop
order suspending the effectiveness of any registration statement or any order
directed to the related prospectus or any document incorporated therein by
reference or the initiation or threat of any stop order proceeding or of any
challenge to the accuracy or adequacy of any document incorporated by reference
in such prospectus, (iv) of receipt by the Company of any notification with
respect to the suspension of the qualification of the Shares for sale in any
jurisdiction or the initiation or threat of any proceeding for such purpose, and
(v) of the happening of any event which makes untrue any statement of a material
fact made in any registration statement or the related prospectus as amended or
supplemented or which requires the making of a change in such registration
statement or such prospectus as amended or supplemented in order to make any
material statement therein not misleading;
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2.8 On or before the date a registration statement is declared
effective, use its best efforts to register or qualify the Shares covered by
such registration statement under the securities or blue sky laws of such
jurisdictions as the Purchasers shall reasonably request, considering the nature
and size of the offering, and do such other acts and things as may be reasonably
necessary to enable the Purchasers to consummate the public sale or other
disposition in each such jurisdiction of such Shares; provided, however, that
the Company shall not be obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it has not been qualified,
or to file any general consent to service of process;
2.9 Use its best efforts to cause all Shares sold pursuant to any
registration statement to be listed on each national securities exchange, if
any, on which such Shares are then listed;
2.10 Enter into customary agreements (including, if applicable, an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities;
2.11 If such registration is an underwritten public offering, enter
into an underwriting agreement in form and substance customary under the
circumstances;
2.12 Make reasonably available for inspection by the Purchasers, any
underwriter participating in any disposition pursuant to the registration
statement, and any attorney, accountant or other agent retained by the
Purchasers or underwriter (collectively, the "Inspectors"), all pertinent
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the "Records") as shall be reasonably necessary to enable
them to exercise their due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information reasonably requested
by any such Inspector in connection with such registration statement. Records
and other information which the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records, in the
opinion of counsel reasonably acceptable to the Company, is necessary to avoid
or correct a misstatement or omission in the registration statement, or (ii) the
release of such records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction. Each Purchaser agrees that it will, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at the Company's
expense, to undertake appropriate action to prevent disclosure of the Records
deemed confidential;
2.13 Use its best efforts to obtain a "cold comfort" letter from the
Company's independent public accountants in customary form and covering such
matters of the type customarily covered by "cold comfort" letters as the
Purchasers or the managing underwriter reasonably requests;
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2.14 Use its best efforts to obtain an opinion or opinions from
counsel for the Company in customary form;
2.15 Make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the registration statement at the earliest
possible moment; and
2.16 Cooperate with the Purchasers and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing securities to be
sold under the registration statement, and enable such securities to be in such
denominations and registered in such names as the managing underwriter or
underwriters, if any, or a Purchaser may request.
3. Agreements of each Purchaser.
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3.1 Each Purchaser (i) upon receipt of a notice from the Company of
the occurrence of any event of the kind described in Subsection 2.4 shall
forthwith discontinue its disposition of securities included in the registration
statement until such Purchaser receives copies of the supplemented or amended
prospectus, and (ii) if so directed by the Company, shall deliver to the
Company, at the Company's expense, all copies (other than permanent file copies)
then in the Purchaser's possession of the prospectus covering such securities
that was in effect at the time of receipt of such notice.
3.2 The Company may require each Purchaser to furnish to the Company
such information regarding the Purchaser and his intended method or methods of
distribution of the Registrable Securities as the Company may from time to time
reasonably request in writing. Each Purchaser agrees to notify the Company as
promptly as practicable of any inaccuracy or change in information previously
furnished by such Purchaser to the Company or of the occurrence of any event
which causes any prospectus relating to such registration to contain an untrue
statement of a material fact (or omit to state any material fact) regarding such
Purchaser or such Purchaser's intended method or methods of distribution of such
Registrable Securities, which is required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing.
4. Withdrawal. If any Purchaser disapproves of the terms of any
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offering, the sole remedy of such Purchaser shall be to withdraw the Purchaser's
securities therefrom by giving written notice to the Company and any managing
underwriter (if any). The Purchaser's securities of the Company so withdrawn
from the offering also shall be withdrawn from registration.
5. Participation in Underwritten Registrations. If the Company
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determines to enter into an underwriting agreement in connection with a
Piggyback Registration, (i) all Shares of the each Purchaser's securities to be
included in such registration shall be subject to an underwriting agreement,
which shall be in customary form and contain such terms as are customarily
contained in such agreements, and (ii) no person may participate in any such
registration unless
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such person (A) agrees to sell such person's securities on the basis provided in
such underwriting arrangement, and (B) completes and executes all
questionnaires, powers-of-attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.
6. Registration Expenses. With respect to each Piggyback Registration
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effected pursuant to this Agreement, the Company shall pay the following fees,
disbursements and expenses: all registration and filing fees, printing expenses,
auditors' fees, listing fees, registrar and transfer agent's fees, fees and
disbursements of counsel to the Company, reasonable fees and disbursements of
not more than one counsel to all Purchasers, expenses (including reasonable fees
and disbursements of counsel) of complying with applicable securities or "Blue
Sky" laws, and the fees of any securities exchange in connection with the review
of such offering. The underwriting discounts and commissions allocable to the
Shares included in any offering shall be borne by the Participating Purchasers
pro rata based on the total number of Registrable Securities being sold by all
Participating Purchasers.
7. Indemnification.
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7.1 In each case of a registration of Shares under the Securities Act
pursuant to this Agreement, the Company will indemnify and hold harmless each
Purchaser, its officers and directors, each underwriter (as defined in the Act),
and each other person, if any, who controls a Purchaser or any such underwriter
within the meaning of the Act or the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including the fees and expenses of
counsel in connection therewith), arising out of any untrue statement or alleged
untrue statement of a material fact contained in any registration statement
under which such Shares were registered under the Act, any prospectus or
preliminary prospectus contained therein, or any amendment or supplement thereto
(including, in each case, documents incorporated by reference therein), or
arising out of any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements made therein
not misleading, except insofar as such losses, claims, damages or liabilities
arise out of any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to any Purchaser, such Purchaser's
counsel, or any underwriter, and furnished to the Company in writing by the
Purchaser or such counsel or underwriter; provided that the foregoing
indemnification with respect to a preliminary prospectus shall not inure to the
benefit of any underwriter (or the benefit of any person controlling such
underwriter) from whom the person asserting any such losses, claims, damages or
liabilities purchased Shares to the extent such losses, claims, damages or
liabilities result from the fact that a copy of the final prospectus had not
been sent or given to such person at or prior to written confirmation of the
sale of such Shares to such person.
7.2 In each case of a registration of Shares under the Act pursuant
to this Agreement, each Purchaser, severally and not jointly, will indemnify and
hold harmless the Company, its directors, its officers who sign the registration
statement, its attorneys, each
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underwriter and each person, if any, who controls the Company or such
underwriter within the meaning of the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Purchaser, but only
with reference to information provided to the Company in writing by any
Purchaser and furnished to the Company by such Purchaser expressly for use in
the registration statement, any publicly available report of any Purchaser
published within the time frame of the registration statement, any prospectus or
preliminary prospectus contained therein, or any amendment or supplement
thereto.
7.3 In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to this Section 7, such person (the "Indemnified Party") shall
promptly notify the person against whom such indemnity may be sought (the
"Indemnifying Party") in writing and the Indemnifying Party, upon request of the
Indemnified Party, shall retain counsel reasonably satisfactory to the
Indemnified Party to represent the Indemnified Party and any others the
Indemnifying Party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any Indemnified Party shall have the right to retain its own counsel
and to participate in the defense of such claim, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying Party has agreed in writing to the retention of such counsel at its
expense, or (ii) the Indemnifying Party shall have failed to assume the defense
of such claim within a reasonable time after receipt of notice of such claim
from the Indemnified Party and employ counsel reasonably satisfactory to such
indemnified party, or (iii) the named parties to any such proceeding (including
any impleaded parties) include both the Indemnifying Party and the Indemnified
Party, and the Indemnifying Party proposes that the same counsel represent both
the Indemnified Party and the Indemnifying Party and representation of both
parties by the counsel would be inappropriate due to actual or potential
differing interests between them (in which case, if the Indemnified Party
notifies the Indemnifying Party in writing that such indemnified party elects to
employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense of such claim
on behalf of such Indemnified Party). It is understood, where the expense of
separate counsel shall be borne by the Indemnifying Party pursuant to the
foregoing sentence, that the Indemnifying Party shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the fees and expenses of more than one separate firm qualified in such
jurisdiction to act as counsel for such Indemnified Party. The Indemnifying
Party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Party agrees to indemnify the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment. In the event that several Purchasers are Indemnified
Parties for the purposes of this Section 7.3, such Indemnified Parties shall
only be entitled to employ one legal counsel representing such parties
collectively, unless the Company agrees otherwise in writing.
7.4 If for any reason the indemnification provided for in the
preceding paragraphs 7.1 and 7.2 is unavailable to an Indemnified Party or
insufficient to hold it harmless
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as contemplated by the preceding paragraphs 7.1 and 7.2, then the Indemnifying
Party shall contribute to the amount paid or payable by the Indemnified Party as
a result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect not only the relative benefits received by the
Indemnified Party and the Indemnifying Party, but also the relative fault of the
Indemnified Party and the Indemnifying Party, as well as any other relevant
equitable considerations, provided that each Purchaser shall not be required to
contribute in an amount greater than the dollar amount of the proceeds received
by such Purchaser with respect to the sale of any such Registrable Securities.
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.
7.5 The indemnification pursuant to this Section 7 shall be on such
other terms and conditions as are at the time customary and reasonably required
by underwriters in public offerings.
8. Holdback Agreement. Each Purchaser, severally and not jointly, agrees
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not to effect any public sale or distribution of the Company's Shares of capital
stock during the seven (7) calendar days prior to and the ninety (90) calendar
day period beginning on the effective date of any underwritten registration
statement effected pursuant to this Agreement (except as part of such
underwritten registration) unless the managing underwriter or underwriters with
respect to such offering otherwise agree.
9. Selection of Underwriters. The Company will have the right to select
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the investment banking firm(s) acting as managing underwriter in connection with
any underwritten public offering.
10. Underwritten Offerings. If the Company proposes to register any of its
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securities under the Securities Act as contemplated by Section 1 and such
securities are to be distributed by or through one or more underwriters, the
Company will, if requested by the Purchasers pursuant to Section 1.1 and subject
to the provisions of Section 1.2, use its best efforts to arrange for such
underwriters to include all the Registrable Securities to be offered and sold by
the Purchasers among the securities of the Company to be distributed by such
underwriters. The Purchasers shall not be required to make any representations
or warranties to or agreements with the Company or the underwriters other than
representations, warranties or agreements regarding each Purchaser, each such
Purchaser's Registrable Securities and its intended method of distribution or
any other representations required by law.
11. Survival. The indemnification and contribution provisions of Section
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7 shall not terminate and shall survive forever.
12. Rule 144. The Company agrees that it will use its best efforts to
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file in a timely manner all reports required to be filed by it pursuant to the
Exchange Act and, at any time and upon request of the Purchasers, will furnish
the Purchasers and others with such public
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information as may be necessary to enable the Purchasers to effect sales of
Registrable Securities without registration pursuant to Rule 144 under the Act.
13. General.
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13.1 Assignment. Except in connection with the transfer by any
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Purchaser of not less than 100,000 Shares of Common Stock, each Purchaser's
rights under this Agreement shall not be transferable without the written
consent of the Company; provided that each Purchaser may assign its rights under
this Agreement to one or more affiliates or to one or more funds managed or
advised by any Purchaser who agree to be bound by this Agreement as if they were
a Purchaser. Any attempted assignment or other transfer of this Agreement in
contravention of this Section 13.1 shall be null and void.
13.2 Counterparts. This Agreement may be executed in one or more
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counterparts, each of which when so signed shall be deemed to be an original,
and such counterparts together shall constitute one and the same instrument.
13.3 Entire Agreement. This Agreement sets forth the entire agreement
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between the parties as to the subject matter hereof, supersedes any and all
prior or contemporaneous agreements or understandings of the parties relating to
the subject matter of this Agreement, and may not be amended except by an
instrument in writing signed by all of the parties to this Agreement.
13.4 Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of New York applicable to contracts
wholly to be performed in such state.
13.5 Headings. The headings of the sections and paragraphs of this
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Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.
13.6 Notices. All notices or other communications provided for under
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this Agreement shall be in writing, and mailed, telecopied or delivered by hand
delivery or by overnight courier service, to the parties at their respective
addresses as indicated below or at such other address as the parties may
designate in writing:
If to the Purchasers:
With a copy to:
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If to the Company:
BriteSmile, Inc.
Airport Business Center
000 Xxxxxxxx Xxxxx, Xxx 000
Xxxxxx, XX 00000
With a copy to:
Durham, Xxxxx & Xxxxxxx
00 Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attn: Xxxxx Xxxx, Esq.
All notices and communications shall be effective as follows: When mailed, on
the third business day after the day of deposit in the mail (postage prepaid);
when telecopied, upon confirmed transmission of the telecopied notice; when hand
delivered, upon delivery; and when sent by overnight courier, the next business
day after deposit of the notice with the overnight courier.
13.7 Remedies. Any person having rights under any provision of this
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Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
DATED: June 3, 1999
BRITESMILE, INC., a Utah corporation
By: _______________________________
Title: ____________________________
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___________________________________ (Purchaser, if individual)
Name Printed
___________________________________
Signature
___________________________________ (Purchaser, if entity)
By: _______________________________
Title: ____________________________
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