REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of March
30, 1999, by and among IMAGING DIAGNOSTIC SYSTEMS, INC., a Florida corporation
(the "Company"), and the undersigned, (the "Subscriber").
. W I T N E S S E T H
WHEREAS, pursuant to Subscription Agreement (the "Subscription
Agreement"), by and among the Company and the Subscriber, the Company has agreed
to sell and the Subscriber has agreed to purchase an aggregate of 138 Series I,
Convertible Preferred Shares (the "Shares"), at $10,000 per Share, of the
Company convertible into shares of the Company's Common Stock, no par value per
share (the "Common Stock") upon the terms and conditions set forth in the
accompanying Subscription Agreement; and
WHEREAS, pursuant to assignment agreements between the Subscriber and
Goodland International Investments, Ltd. and the Subscriber and Weyburn
Overseas, Ltd. , the Subscriber has agreed to purchase an aggregate of 450
Series B Convertible Preferred Shares (the "Series B Shares"), of the Company
convertible into shares of the Company's Common Stock, no par value per share;
and
WHEREAS, pursuant to a subscription agreement by and among the Company
and the Subscriber, the Company has agreed to sell and the Subscriber has agreed
to purchase an aggregate of $2,750,000 of convertible debentures (the
"Debentures"), of the Company convertible into shares of the Company's Common
Stock, no par value per share, subject to certain terms and conditions,; and
WHEREAS, pursuant to the terms of, and in partial consideration for,
the Subscriber purchasing the Shares, the Series B Shares and the Debentures,
the Company has agreed to provide the Subscriber with certain registration
rights with respect to the Common Stock;
NOW THEREFORE, in consideration of the mutual promises, representation,
warranties, covenants and conditions set forth in the Subscription Agreement and
this Registration Rights Agreement, the Company and the Subscriber agree as
follows:
1. CERTAIN DEFINITIONS. As used in this Agreement the following terms
shall have the following respective meanings:
"Closing Date" shall mean March 31, 1999.
"Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Company's Common Stock, no par value per
share.
"Registrable Shares" shall mean (i) the Common Stock, (ii) any Common
Stock of the Company issued or issuable in respect of the Shares, the Debentures
issued to the Subscriber or the Series B Shares, or upon any stock split, stock
dividend, recapitalization or similar event; provided, however, that shares of
Common Stock or other securities shall no longer be treated as Registrable
Shares if (a) they have been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, (b)
they have been sold in a transaction exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 so that all transfer
restrictions and restrictive legends with respect thereto are removed upon
consummation of such sale or (c) they are available for sale under Rule 144 or
otherwise, in the opinion of counsel to the Company, without compliance with the
registration and prospectus delivery requirements of the Securities Act of 1933
so that no transfer restrictions or restrictive legends will appear upon the
Common Stock certificates following the consummation of such sale.
The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act of 1933 and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement. Said registration shall include all amendments,
post-effective amendments and supplements to any such registration statement as
may be necessary under the Act and the regulations of the Commission to keep
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such registration effective with respect to the Registrable Shares until two (2)
years following the Closing Date.
"Registration Expenses" shall mean all expenses incurred by the Company
in compliance with Section 2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses, reasonable fees and
disbursements of one counsel for Subscriber, and the reasonable expenses of any
special audits incident to or required by any such registration (but excluding
the compensation of regular employees of the Company, which shall be paid in any
event by the Company). The Company shall not be responsible for any Underwriting
fees or Commissions.
The "Reserved Shares" shall mean the shares of Common Stock issuable
upon conversion of the Shares that have been duly and validly reserved for
issuance, and upon issuance which shall be duly and validly issued, fully paid,
and non-assessable.
The "Act" shall mean the Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Shares.
2. REGISTRATION.
(a) MANDATORY REGISTRATION. The Company shall use its best efforts to
prepare and file with the SEC, no later than thirty (30) days after the Closing
Date, a Registration Statement on Form S-2 (or any other available form),
covering a sufficient number of shares of Common Stock for the Subscriber but in
no event less than 100% of the number of shares of Common Stock into which the
Shares, the Debentures issued to Subscriber and the Series B Shares would be
convertible. Such Registration Statement shall state that, in accordance with
the Securities Act, it also covers such indeterminate number of additional
shares of Common Stock as may become issuable to prevent dilution resulting from
Stock splits, or stock dividends). If at any time after the Closing Date, the
number of registered shares of common stock only covers 50% of the total number
of shares of common stock that would be issuable upon conversion of the then
remaining balances of the Shares, the Debentures issued to the Subscriber, and
the Series B Shares, then the Company shall, within twenty (20) business days
after receipt of written notice from any Subscriber, 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 Shares 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-2 (or any other available form), to register the shares of Common Stock
into which the Shares may be converted that exceed the aggregate number of
shares of Common Stock already registered.
(b) UNDERWRITTEN OFFERING. If any offering pursuant to a Registration
Statement pursuant to Section 2(a) hereof involves an underwritten offering, the
Subscribers acting by majority in interest of the Registrable Shares subject to
such underwritten offering shall have the right to select one legal counsel to
represent their interests, and an investment banker or bankers and manager or
managers to administer the offering, which investment banker or bankers or
manager or managers shall be reasonably satisfactory to the Company. The
Subscriber(s) who hold the Registrable Shares to be included in such
underwriting shall pay all underwriting discounts and commissions and other fees
and expenses of such investment banker or bankers and manager or managers so
selected in accordance with this Section 2(b) (other than fees and expenses
relating to registration of Registrable Shares under federal or state securities
laws, which are payable by the Company pursuant to Section 5 hereof) with
respect to their Registrable Shares and the fees and expenses of such legal
counsel so selected by the Subscriber.
(c) CERTAIN FEES. The Company shall pay cash liquidated damages as
follows:
(i) 1.0% of the principal amount of the Shares for each 30 day period,
or portion thereof, that the registration ceases to remain effective during the
"Registration Period" as defined in Section 3(a);
(ii) 1.0% of the principal amount of the Shares if the Registration
Statement covering this offering is not declared effective within 90 days
following the Closing Date; and
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(iii) 2.0% of the principal amount of the Shares for each 30 day
period, or portion thereof, 120 days following the Closing Date that
registration is not declared effective.
The above damages shall continue until the obligation is fulfilled, and shall be
paid within 5 business days after each 30 day period. Failure of the Company to
make payment within said 5 business days shall be considered a default. The
Company acknowledges that its failure to meet any of its obligations under
either Section 2(c) (i), (ii) or (iii) of this Agreement will cause the
Subscriber to suffer damages in an amount that will be difficult to ascertain.
Accordingly, the parties agree that it is appropriate to include in this
Agreement a provision for liquidated damages. The parties acknowledge and agree
that the liquidated damages provision set forth in this section represents the
parties' good faith effort to qualify such damages and, as such, agree that the
form and amount of such liquidated damages are reasonable and will not
constitute a penalty. The payment of liquidated damages shall not relieve the
Company from its obligations to deliver the Common Stock pursuant to the terms
of this Agreement and the Subscription Agreement.
3. OBLIGATION OF THE COMPANY. In connection with the registration of
the Registrable Shares, the Company shall do each of the following:
(a) Prepare promptly, and file with the SEC within thirty (30) days of
the Closing Date, a Registration Statement with respect to not less than the
number of Registrable Shares provided in Section 2(a), above, and thereafter use
its best efforts to cause each Registration Statement relating to Registrable
Shares to become effective the earlier of (A) five business 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 two (2) years following
the Closing Date (the "Registration Period"), 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 Shares of the Company covered by the Registration Statement until
such time as all of such Registrable Shares have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set
forth in the Registration Statement;
(c) Furnish to each Subscriber whose Registrable Shares 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, including a preliminary
prospectus, and all amendments and supplements thereto and such other documents,
as the Subscriber may reasonably request in order to facilitate the disposition
of the Registrable Shares owned by such Subscriber;
(d) Use reasonable efforts to (i) register and qualify the Registrable
Shares covered by the Registration Statement under such other securities or blue
sky laws of such jurisdictions as the Subscriber(s) who hold a majority in
interest of the Registrable Shares being offered reasonably request and in which
significant volumes of shares of Common Stock are traded, (ii) prepare and file
in those jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof at all times during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations
and qualification in effect at all times during the Registration Period, and
(iv) take all other actions reasonably necessary or advisable to qualify the
Registrable Shares for sale in such jurisdictions: PROVIDED, HOWEVER, that the
Company shall not be required in connection therewith or as a condition thereto
to (A) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3(d), (B) subject itself to general
taxation in any such jurisdiction, (C) file a general consent to service of
process in any such jurisdiction, (D) provide any undertakings that cause more
than nominal expense or burden to the Company or (E) make any change in its
articles of incorporation or by-laws or any then existing contracts, which in
each case the Board of Directors of the Company determines to be contrary to the
best interests of the Company and its stockholders;
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(e) As promptly as practicable after becoming aware of such event,
notify each Subscriber 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 any 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 uses 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 Subscriber as such Subscriber may
reasonably request;
(f) As promptly as practicable after becoming aware of such event,
notify each Subscriber who holds Registrable Shares being sold (or, in the event
of an underwritten offering, the managing underwriters) of the issuance by the
SEC of 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, if eligible, either to (i)
cause all the Registrable Shares covered by the Registration Statement to be
listed on a national securities exchange and on each additional national
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable Shares
is then permitted under the rules of such exchange, or (ii) secure designation
of all the Registrable Shares covered by the Registration Statement on the
National Association of Securities Dealers Automated Quotations System
("NASDAQ") 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 Shares on the NASDAQ National Market System; or if, despite the
Company's commercially reasonable efforts to satisfy the preceding clause (i) or
(ii), the Company is unsuccessful in doing so, to secure NASD authorization and
quotation for such Registrable Shares on either the SmallCap Market or the
over-the-counter bulletin board 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 Shares;
(h) Provide a transfer agent for the Registrable Shares not later than
the effective date of the Registration Statement;
(i) Cooperate with the Subscribers who hold Registrable Shares being
offered to facilitate the timely preparation and delivery of certificates for
the Registrable Shares to be offered pursuant to the Registration Statement and
enable such certificates for the Registrable Shares to be in such denominations
or amounts as the case may be, as the Subscribers may reasonably request and
registration in such names as the Subscribers may request; and, within five (5)
business days after a Registration Statement which includes Registrable Shares
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 Shares (with copies to the Subscribers whose Registrable Shares 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 distribution to the Subscriber of the Registrable Shares pursuant to
the Registration Statement.
The Company shall use its best efforts to effect such registration (including,
without limitation, the execution of an undertaking to file amendments,
post-effective amendments, and supplements appropriate qualification under
applicable blue sky or other state securities laws and appropriate compliance
with applicable regulations issued under the Act and the Regulations of the
Commission) as may be so requested and as would permit or facilitate the sale
and distribution of all or such Registrable Shares as are specified in such
request.
4. EXPENSES OF REGISTRATION. Except as set forth in this Agreement the
Company shall bear all Registration Expenses incurred in connection with any
registration, qualification or compliance of the Registrable Shares pursuant to
this Agreement. All Selling Expenses shall be born by the Subscriber.
5. REGISTRATION PROCEDURES. The Company shall advise the Subscriber of
the initiation of a registration under the Agreement and as to the completion
thereof. At its expenses the Company will:
(a) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
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provisions of the Act and the Regulations of the Commission with respect to the
disposition of securities covered by such registration statement; and
(b) CONCERNING THE SECURITIES.The issuance, sale and delivery
of the Shares have been duly authorized by all required corporate action on the
part of Company, and when issued, sold and delivered in accordance with the
terms hereof and thereof for the consideration expressed herein and therein,
will be duly and validly issued and enforceable in accordance with their terms,
subject to the laws of bankruptcy and creditors' rights generally. At least 100%
of the number of shares of Common Stock issuable upon conversion of the Shares,
the Debentures issued to Subscriber and the Series B Shares, based upon the
current price of the Company's Common Stock, have been duly and validly reserved
for issuance and, upon issuance shall be duly and validly issued, fully paid,
and non-assessable (the "Reserved Shares"). The Company shall use its best
efforts to file within twenty (20) days additional Registration Statements
and/or amendments thereto whenever the number of registered shares of common
stock only covers 50% of the total number of shares of common stock that would
be issuable upon conversion of the then remaining balances of the Shares, the
Debentures issued to the Subscriber, and the Series B Shares.
Prior to conversion of all the Shares, if at anytime the conversion of
all the Shares outstanding results in an insufficient number of Reserved Shares
being available to cover all the conversions, then in such event, the Company
will move to call and hold a shareholder's meeting within 45 days of such event
for the sole purpose of authorizing additional Shares to facilitate the
conversions. In such an event the Company shall: (1) recommend its current or
future officers, directors and other control people to vote their shares in
favor of increasing the authorized number of shares of Common Stock and (2)
recommend to all shareholders to vote their shares in favor of increasing the
authorized number of shares of Common Stock . Company represents and warrants
that under no circumstances will it deny or prevent Subscriber's right to
convert the Shares as permitted under the terms of the Subscription Agreement or
this Registration Rights Agreement.
6. INDEMNIFICATION.
(a) The Company will indemnify and hold harmless the
Subscriber, each of its stockholders, executives, employees, representatives,
affiliates, officers, directors and partners, and each person controlling the
Subscriber, with respect to which registration has been effected pursuant to
this Agreement against all claims, losses, damages and liabilities (or actions,
proceedings or settlements in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus or other document incident to any such registration, or based on
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Act or any rule or regulation thereunder
applicable to the Company and will reimburse the Subscriber, each of its
stockholders, executives, employees, representatives, affiliates, officers,
directors and partners, and each person controlling the Subscriber for any legal
and any other expenses as they are reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided, however, that the indemnity contained in this Section 6(a) shall not
apply to amounts paid in settlement of any such claim, loss, damage, liability
or action if such Settlement is effected without the consent of the Company, and
provided further that the Company shall not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission based upon written information
furnished to the Company by the Subscriber and stated to be specifically for use
in the registration statement filed pursuant to this Agreement. The foregoing
indemnity agreement is further subject to the condition that insofar as it
relates to any untrue prospectus, such indemnity agreement shall not inure to
the benefit of the foregoing unindemnified parties if copies of a final
prospectus correcting the misstatement, or alleged misstatement, omission or
alleged omission upon which such loss, liability, claim or damage is based is
timely delivered to such indemnified party and a copy thereof was not furnished
to the person asserting the loss, liability, claim or damage.
(b) The Subscriber will indemnify the Company, each of its
stockholders, executives, employers, representatives, affiliates, directors,
officers and each person who controls the Company within the meaning of the Act
and the rules and regulations thereunder against all claims, losses, damages and
liabilities (or actions, proceedings, or settlements in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus or other document incident to any such
registration or based upon any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation of the Act or any rule of regulation
thereunder applicable to the Company and will reimburse the Company, and its
stockholders, executives, employers, representatives, affiliates, directors,
officers, partners, persons, underwriters or control persons for any legal or
any other expense reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to the
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extent, and only to the extent, that such untrue statement (or alleged untrue
statement) or omission or alleged omission) relating to such holder is made in
such registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by the Subscriber and stated to be specifically for use therein;
provided, however, that the obligations of the Subscriber shall be limited to an
amount equal to the proceeds to the Subscriber and provided further that such
indemnification obligations shall not apply if the Company modifies or changes
to a material extent the written information furnished by such Holder.
(c) Each party entitled to indemnification under this Section
6 (an "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party, (whose approval shall not
unreasonably be withheld or delayed), and the Indemnified Party may participate
in such defense at such indemnified party's expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Agreement. No
Indemnifying Party, in the defense of any such claim or litigation, shall except
with the consent of each Indemnified Party, consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release from all liability in respect to such claim or litigation. Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.
7. INFORMATION BY HOLDER OF REGISTRABLE SHARES. The Company's
obligation to register the Registrable Shares shall be contingent upon the
Subscriber's timely furnishing to the Company such information regarding the
Subscriber and the distribution proposed by such holder of Registrable Shares as
the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration referred to in this Agreement.
8. TRANSFERS OR ASSIGNMENTS OF REGISTRATION RIGHTS. The Subscriber's
rights under this Agreement to cause the Company to register the Registrable
Shares may be transferred or assigned by the Subscriber only to affiliates of
the Subscriber or to a purchaser of the Shares, or any portion of the Shares, in
the principal amount of at least $50,000 or at least 50 Shares and such
assignment shall only be effective upon delivery of written notice of such
assignment to the Company within thirty (30) days of the assignment. Upon such
assignment the assignee shall have all the rights and obligations of the
Subscriber hereunder.
9. MISCELLANEOUS.
9.1 GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida without giving effect to
conflict of laws principles.
9.2 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
9.3 ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof.
9.4 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first-class mail,
postage prepaid, or delivered by hand or by messenger or courier delivery
service, addressed (a) if to the Subscriber, at the address listed in the
Subscription Agreement or at such other address as the Subscriber shall have
furnished to the Company in writing, or (b) if to the Company, at its executive
office, or at such other address as the Company shall have furnished to the
Subscriber in writing.
9.5 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any holder of any Registrable Shares, upon any
breach or default of the Company under this Agreement, shall impair any such
right, power, or remedy of such holder nor shall it be construed to be a waiver
of any such breach or default, or an acquiesce therein, or of or in any similar
breach or default thereunder occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
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the part of any holder of any breach or default under this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any holder, shall be cumulative and not alternative.
9.6 COUNTERPARTS. This agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument. An executed facsimile counterpart of this Agreement shall be
effective as an original.
9.7 SEVERABILITY. In the case any provision of this agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
9.8 AMENDMENTS. This provision of this Agreement may be amended at any
time and from time to time, and particular provisions of this Agreement may be
waived, with and only with an agreement or consent in writing signed by the
Company and by the owners of all of the Registrable Shares as of the date of
such amendment or waiver.
9.9 TERMINATION OR REGISTRATION RIGHTS.This Agreement shall terminate
at such time as there ceases to be any outstanding Shares, Debentures issued to
the Subscriber and Series B Shares.
The foregoing Registration Rights Agreement is hereby executed as of
the date first above written.
IMAGING DIAGNOSTIC SYSTEMS, INC.
By:____________________________
HOLDER OF THE SERIES B SHARES
CHARLTON AVENUE, LLC
By__________________________
HOLDER OF THE SERIES I SHARES
CHARLTON AVENUE, LLC
By__________________________
HOLDER OF THE CONVERTIBLE DEBENTURE
CHARLTON AVENUE, LLC
By__________________________
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