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EXHIBIT F
SELL ALONG RIGHTS AGREEMENT
This Sell Along Rights Agreement (the "Agreement") is made and
entered into as of this 26th day of January, 1996, by and among Xxxx X. Xxxxx,
M.D. (the "Control Shareholder"), a principal shareholder of HEARx Ltd., a
Delaware corporation (the "Company"), and Invemed Associates, Inc., a New York
corporation and the investors listed on Schedule A hereto ("Investors" under
that Stock Purchase Agreement of even date herewith).
The parties hereto agree as follows:
1. In the event that the Control Shareholder proposes to
transfer, in one or more related transactions, more than five percent (5%) of
the shares of Common Stock of the Company, par value $.10 per share (the
"Common Stock") (which for purposes of this Agreement shall be deemed to
include all securities convertible into or exchangeable for Common Stock), held
by the Control Shareholder (a "Sale of Securities") other than sales effected
on Nasdaq, through the NASD Bulletin Board, or a national securities exchange
pursuant to Rule 144 under the Securities Act of 1933, as amended, then the
Control Shareholder shall permit the Investors, or cause the Investors to be
permitted, to sell the same proportionate number of shares of Common Stock
(which for purposes hereof shall include all securities exchangeable for or
convertible into Common Stock) held by Investors as such Control Shareholder
shall sell for the same consideration and otherwise on the same terms and
conditions to be received by such Control Shareholder in the Sale of
Securities.
2. The obligations of the Control Shareholder under this
Agreement to afford the Investors, or cause the Investors to be afforded, the
rights referred to herein will be discharged if the Investors are given written
notice which specifies the terms of the proposed transfer by the Control
Shareholder and which allows the Investors ten business days to exercise such
rights (by written reply addressed to such person as may be designated in the
written notice, and if requested in such written notice, sent by registered
mail, return receipt requested), and within such ten business day period the
Investors have not given notice of exercise of such rights, provided, that in
the event the terms of the proposed transfer change, the Investors shall be
entitled to receive a new written notice and to reply to such notice in
accordance with the provisions of this Section 2.
3. The provisions of this Agreement may not be amended,
modified or supplemented without the written consent of the parties hereto.
This Agreement and all the rights and obligations of the Investors hereunder
may not be assigned or transferred
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to any transferee or assignee except as set forth herein. The Investors may
assign or transfer their rights and obligations hereunder to each other, so
long as the Control Shareholder is provided with written notice of any such
assignment or transfer. In addition, the Control Shareholder hereby expressly
consents to transfers or assignments of this Agreement and all the rights and
obligations of an Investor hereunder by an Investor that is a partnership to
its partners, pro rata in accordance with their ownership interests in the
Investor, by an Investor that is a corporation, to its executive officers,
directors, or shareholders, and by an Investor that is an individual to his or
her spouse or children, provided, however, that (i) such transfer is made
expressly subject to this Agreement and each transferee agrees in writing to be
bound by the terms and conditions hereof, and (ii) the Company is provided with
written notice of any such assignment.
4. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. This Agreement and Section 6.2 of the Stock Purchase
Agreement referenced in the preamble hereof, constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersede all prior agreements and understandings between the parties with
respect to such subject matter.
6. Applicable Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York without
regard to principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
The Control Shareholder:
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Xxxx X. Xxxxx, M.D.
Invemed: INVEMED ASSOCIATES, INC.
By:
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Name:
Title:
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The Investors:
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Xxxxxx Xxxxxxxxx
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Xxxxx Xxxxxxx
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Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxx
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Xxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxxxxxxx
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Xxxx X. Xxxxxxx
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Xxxxxxxx Xxxxxxx
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Xxxx Erlbaum
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Xxxxxxx Xxxxx
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Xxxx Xxxxxxxxx
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Xxxx X. Xxxxxxxx
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Carlisle Xxxxx
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Xxxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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Xxxxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxx
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Xxxxxxx Xxxxxx
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G. Xxxxx Xxxxxx
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Xxxxxxx X. Xxxxxx
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Xxxxxxx Xxxxxxxxx
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Xxxx Xxxxxxx
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Xxxxxx Xxxxx
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Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxx
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Xxxx Xxxxxx
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Xxxxxxx X. Xxxx
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Xxxxxxx Erlbaum
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Xxxxxx Erlbaum
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